PART I · Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ... Beginning October 1, 2014, the Company realigned

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2015Commission File Number 0-09115

MATTHEWS INTERNATIONAL CORPORATION(Exact name of registrant as specified in its charter)

COMMONWEALTH OF PENNSYLVANIA 25-0644320(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)

TWO NORTHSHORE CENTER, PITTSBURGH, PA 15212-5851

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (412) 442-8200

Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registered

Class A Common Stock, $1.00 par value NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405a of Regulation S-K is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definition of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the ExchangeAct.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the Class A Common Stock outstanding and held by non-affiliates of the registrant, based upon the closingsale price of the Class A Common Stock on the NASDAQ Global Select Market on March 31, 2015, the last business day of theregistrant's most recently completed second fiscal quarter, was approximately $1.6 billion.

As of October 31, 2015, shares of common stock outstanding were: Class A Common Stock 32,881,794 shares

Documents incorporated by reference: Specified portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders areincorporated by reference into Part III of this Report.

The index to exhibits is on pages 82-84.

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

Any forward-looking statements contained in this Annual Report on Form 10-K (specifically those contained in Item 1, "Business", Item1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations") are includedin this report pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-lookingstatements involve known and unknown risks and uncertainties that may cause the actual results of Matthews International Corporation("Matthews" or the "Company") in future periods to be materially different from management's expectations. Although the Companybelieves that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that suchexpectations will prove correct. In addition to the risk factors previously disclosed and those discussed elsewhere in this Annual Reporton Form 10-K, factors that could cause the Company's results to differ materially from the results discussed in such forward-lookingstatements principally include changes in domestic or international economic conditions, changes in foreign currency exchange rates,changes in the cost of materials used in the manufacture of the Company's products, changes in death rates, changes in product demand orpricing as a result of consolidation in the industries in which the Company operates, changes in product demand or pricing as a result ofdomestic or international competitive pressures, unknown risks in connection with the Company's acquisitions, including the risksassociated with the Company's acquisitions of Schawk, Inc. ("Schawk") in July 2014 and Aurora Products Group, LLC ("Aurora") inAugust 2015, and technological factors beyond the Company's control. In addition, although the Company does not have any customersthat would be considered individually significant to consolidated sales, changes in the distribution of the Company's products or thepotential loss of one or more of the Company's larger customers are also considered risk factors.

ITEM 1. BUSINESS.

Matthews, founded in 1850 and incorporated in Pennsylvania in 1902, is a provider principally of brand solutions, memorializationproducts and industrial products. Brand solutions include brand development, deployment and delivery (consisting of brand management,printing plates and cylinders, pre-media services and imaging services for consumer packaged goods and retail customers, merchandisingdisplay systems, and marketing and design services). Memorialization products consist primarily of bronze and granite memorials andother memorialization products, caskets and cremation equipment for the cemetery and funeral home industries. Industrial productsinclude marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying,tracking, picking and conveying consumer and industrial products.

Beginning October 1, 2014, the Company realigned its operations into three reporting segments, SGK Brand Solutions, Memorialization,and Industrial. The SGK Brand Solutions segment is comprised of the graphics imaging business, including Schawk, and themerchandising solutions operations. The Memorialization segment is comprised of the Company's cemetery products, funeral homeproducts and cremation operations. The Industrial segment is comprised of the Company's marking and automation products andfulfillment systems. Prior periods have been revised to conform with the current presentation. Segment information is set forth in thisReport in Note 17, "Segment Information" in Item 8 - "Financial Statements and Supplementary Data".

At October 31, 2015, the Company and its majority-owned subsidiaries had approximately 10,300 employees. The Company's principalexecutive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212, its telephone number is (412) 442-8200 and itsinternet website is www.matw.com. The Company files or furnishes all required reports with the Securities and Exchange Commission("SEC") in accordance with the Exchange Act. The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, CurrentReports on Form 8-K and amendments to those reports are available free of charge on the Company's website as soon as reasonablypracticable after being filed or furnished to the SEC. The Company's reports filed with the SEC, including exhibits attached to suchreports, are also available to read and copy at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or bycontacting the SEC at 1-800-732-0330. All Company reports filed with or furnished to the SEC can be found on its website atwww.sec.gov.

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ITEM 1. BUSINESS, (continued)

The following table sets forth reported sales and operating profit for the Company's business segments for the past three fiscal years. Detailed financial information relating to business segments and to domestic and international operations is presented in Note 17("Segment Information") to the Consolidated Financial Statements included in Part II of this Annual Report on Form 10-K.

Years Ended September 30, 2015 2014 2013 Amount Percent Amount Percent Amount Percent (Dollars in Thousands)Sales to unaffiliated customers:

SGK Brand Solutions $ 798,339 56.0% $ 497,328 45.0% $373,941 38.0%Memorialization 508,058 35.6 508,420 45.9 517,911 52.5 Industrial 119,671 8.4 100,849 9.1 93,505 9.5 Total $1,426,068 100.0% $1,106,597 100.0% $985,357 100.0%

Operating profit:

SGK Brand Solutions $ 21,864 20.8% $ 2,536 3.1% $ 13,999 14.8%Memorialization 70,064 66.7 67,937 83.3 71,754 75.8 Industrial 13,095 12.5 11,049 13.6 8,862 9.4 Total $ 105,023 100.0% $ 81,522 100.0% $ 94,615 100.0%

In fiscal 2015, approximately 66% of the Company's sales were made from the United States, and 28%, 2%, 2% and 2% were made fromEurope, Asia, Australia and Canada, respectively. For further information on segments, see Note 17 ("Segment Information") in Item 8"Financial Statements and Supplementary Data" on pages 66-67 of this Report. Products and services of the SGK Brand Solutionssegment are sold throughout the world, with principal locations in the United States, Europe and Asia. Memorialization segment productsare sold throughout the world, with the segment's principal operations located in the United States, Europe, Canada, and Australia. TheIndustrial segment sells equipment and consumables directly to industrial consumers and distributors in the United States andinternationally through the Company's subsidiaries in Canada, Sweden and China, and through other foreign distributors. Matthews ownsa minority interest in Industrial product distributors in Asia, Australia and Europe.

SGK Brand Solutions:

The SGK Brand Solutions segment provides brand development, brand management, pre-media services, printing plates and cylinders,embossing tools, and creative design services principally to consumer packaged goods and retail customers, and the primary packagingand corrugated packaging industries. With the acquisition of Schawk in July 2014, the Company significantly expanded its productofferings and capabilities related to brand development and brand management serving the consumer packaged goods and retailindustries. The primary packaging industry consists of manufacturers of printed packaging materials such as boxes, flexible packaging,folding cartons and bags commonly displayed at retailers of consumer goods. The corrugated packaging industry consists ofmanufacturers of printed corrugated containers. Other major industries served include the wallpaper, flooring, automotive, and textileindustries. In addition, the segment provides merchandising, retail graphics and printing solutions for brand owners and retailers. Thesegment designs, manufactures and installs merchandising and display systems, and provides total turnkey project management services. The segment also provides creative merchandising and marketing solutions services.

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The principal products and services of this segment include brand development, brand management, pre-media graphics services, printingplates, gravure cylinders, steel bases, embossing tools, special purpose machinery, engineering assistance, print process assistance, printproduction management, digital asset management, content management, and package design. These products and services are used bybrand owners and packaging manufacturers to develop and print packaging graphics that help identify and sell the product in themarketplace. Other packaging graphics can include nutritional information, directions for product use, consumer warning statements andUPC codes. The primary packaging manufacturer produces printed packaging from paper, film, foil and other composite materials used todisplay, protect and market the product. The corrugated packaging manufacturer produces printed containers from corrugated sheets. Using the Company's products, these sheets are printed and die cut to make finished containers.

The segment offers a wide array of value-added services and products. These include print process and print production managementservices; print engineering consultation; pre-media preparation, which includes computer-generated art, film and proofs; plate mountingaccessories and various press aids; and press-side print production assurance. The segment also provides creative digital graphicsservices to brand owners and packaging markets.

The segment's sales are also derived from the design, engineering, manufacturing and execution of merchandising and display systems. These systems include permanent and temporary displays, custom store fixtures, brand concept shops, interactive media, custompackaging, and screen and digitally printed promotional signage. Design and engineering services include concept and modeldevelopment, graphics design and prototyping. Merchandising and display systems are manufactured to specifications developed by thesegment in collaboration with the customer.

The Company works closely with manufacturers to provide the proper printing forms and tooling required to print the packaging to theuser's specifications. The segment's printing plate products are made principally from photopolymer resin and sheet materials. Uponcustomer request, plates can be pre-mounted press-ready in a variety of configurations that maximize print quality and minimize pressset‑up time. Gravure cylinders, manufactured from steel, copper and chrome, can be custom engineered for multiple print processes andspecific customer print applications.

The SGK Brand Solutions segment customer base consists primarily of brand owners and packaging industry converters. Brand ownersare generally large, well-known consumer products companies and retailers with a national or global presence. These types of companiestend to purchase their graphics needs directly and supply the printing forms, or the electronic files to make the printing plates and gravurecylinders, to the packaging printer for their products. The SGK Brand Solutions segment serves customers throughout the world, withprincipal locations in Europe, the United States and Asia.

Major raw materials for this segment's products include photopolymers, steel, copper, film, wood, particleboard, corrugated materials,structural steel, plastic, laminates, inks and graphic art supplies. All such materials are presently available in adequate supply fromvarious industry sources.

The SGK Brand Solutions segment is one of several providers of brand management, brand development and pre-media services andmanufacturers of printing plates and cylinders with an international presence. The combination of the Company's businesses in Europe,the United States and Asia is an important part of Matthews' strategy to become a worldwide leader in the graphics industry by providingconsistent service to multinational customers on a global basis. Competition is on the basis of product quality, timeliness of delivery andprice. The merchandising and display business operates in a fragmented industry consisting primarily of a number of small, locallyoperated companies. The segment competes on the basis of reliability, creativity and ability to provide a broad array of merchandisingproducts and services. The segment is unique in its ability to provide in-depth marketing and merchandising services as well as design,engineering and manufacturing capabilities. These capabilities allow the segment to deliver complete turnkey merchandising solutionsquickly and cost effectively. The Company differentiates itself from the competition by consistently meeting these customer demands,providing service to customers both nationally and globally, and providing a variety of value-added support services.

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Memorialization:

The Memorialization segment manufactures and markets a full line of memorialization products used primarily in cemeteries, funeralhomes and crematories. The segment's products, which are sold principally in the United States, Europe, Canada and Australia, includecast bronze memorials, granite memorials, caskets, cremation equipment and other memorialization products. The segment alsomanufactures and markets architectural products that are used to identify or commemorate people, places, events and accomplishments.

Memorial products include flush bronze and granite memorials, upright granite memorials and monuments, cremation memorializationproducts, granite benches, flower vases, crypt plates and letters, cremation urns, niche units, cemetery features and statues, along withother related products and services. Flush memorials are bronze plaques or granite memorials which contain personal information about adeceased individual (such as name, birth date, and death date), photos and emblems. Flush bronze and granite memorials are even or"flush" with the ground and therefore are preferred by many cemeteries for easier mowing and general maintenance. The segment'smemorial products also include community and family mausoleums within North America. In addition, the segment's other memorialproducts include bronze plaques, letters, emblems, vases, lights and photo ceramics that can be affixed to granite monuments,mausoleums, crypts and flush memorials. Principal customers for memorial products are cemeteries and memorial parks, which in turnsell the Company's products to the consumer.

Customers of the Memorialization segment can also purchase memorials and vases on a "pre-need" basis. The "pre-need" conceptpermits families to arrange for these purchases in advance of their actual need. Upon request, the Company will manufacture thememorial to the customer's specifications (e.g., name and birth date) and place it in storage for future delivery. Memorials in storage havebeen paid in full with title conveyed to each pre-need purchaser.

The segment is a leading manufacturer and distributor of caskets and other funeral home products in North America. The segmentproduces and markets metal, wood and cremation caskets. Caskets are offered in a variety of colors, interior designs, handles and trim inorder to accommodate specific religious, ethnic or other personal preferences. The segment also markets other funeral home products suchas urns, jewelry, stationery and other funeral home products. The segment offers individually personalized caskets through the Company-owned distribution network.

Metal caskets are made from various gauges of cold-rolled steel, stainless steel, copper and bronze. Metal caskets are generallycategorized by whether the casket is non-gasketed or gasketed, and by material (i.e., bronze, copper, or steel) and in the case of steel, bythe gauge (thickness) of the metal. Wood caskets are manufactured from nine different species of wood, as well as from veneer. Thespecies of wood used are poplar, pine, ash, oak, pecan, maple, cherry, walnut and mahogany. The Memorialization segment is a leadingmanufacturer of all-wood constructed caskets, which are manufactured using pegged and dowelled construction, and include no metalparts. All-wood constructed caskets are preferred by certain religious groups. Cremation caskets are made primarily from wood orcardboard covered with cloth or veneer. These caskets appeal primarily to cremation consumers, the environmentally concerned, andvalue buyers.

The Memorialization segment also produces casket components. Casket components include stamped metal parts, metal lockingmechanisms for gasketed metal caskets, adjustable beds and interior panels. Metal casket parts are produced by stamping cold-rolledsteel, stainless steel, copper and bronze sheets into casket body parts. Locking mechanisms and adjustable beds are produced by stampingand assembling a variety of steel parts. The segment purchases from sawmills and lumber distributors various species of uncured wood,which it dries and cures. The cured wood is processed into casket components.

In addition, the segment provides product and service assortment planning, as well as merchandising and display products to funeralservice businesses. These products assist funeral service professionals in providing information, value and satisfaction to their clientfamilies.

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The segment provides cremation systems, crematory management, cremation service and supplies, waste management and incinerationsystems, and environmental and energy solutions to the human, pet and specialized incineration markets. The primary market areas forthese products and services are North America and Europe, although the segment also sells into Latin America and the Caribbean,Australia and Asia.

Cremation systems include both traditional flame-based and water-based bio-cremation systems for cremation of humans and pets, as wellas equipment for processing the cremated remains and other related equipment (ventilated work stations, tables, cooler racks, vacuums). The principal markets for these products are funeral homes, cemeteries, crematories, pet crematories, animal disposers and veterinarians.These products primarily are marketed directly by segment personnel. Crematory management/operations represent the actual operationand management of client-owned crematories. Currently the segment provides these services primarily to municipalities in Europe andprivate operators in the United States. Cremation service and supplies consists of operator training, preventative maintenance and "atneed" service work performed on various makes and models of equipment. This work can be as simple as replacing defective bulbs or ascomplex as complete reconstruction and upgrading or retro-fitting on site. Supplies are consumable items associated with normaloperations.

Waste management/incineration systems encompass both batch load and continuous feed, static and rotary systems for incineration of allwaste types, as well as equipment for in-loading waste, out-loading ash and energy recovery. The principal markets for these products aremedical waste disposal, oil and gas "work camp" wastes, industrial wastes and bio-mass generators. Environmental and energy systemsinclude emissions filtration units, waste heat recovery equipment, waste gas treatment products, as well as energy recovery. The principalmarkets are municipalities or public/state agencies, the cremation industry and other industries which utilize incinerators for wastereduction and energy production.

The Memorialization segment also manufactures a full line of products for cremation, including urns in a variety of sizes, styles andshapes as well as standard and custom designed granite cremation pedestals and benches. The segment also manufactures bronze andgranite niche units, which are comprised of numerous compartments used to display cremation urns in mausoleums and churches. Inaddition, the Company also markets turnkey cremation gardens, which include the design and all related products for a cremationmemorial garden.

Architectural products include cast bronze and aluminum plaques, etchings and letters that are used to recognize, commemorate andidentify people, places, events and accomplishments. The Company's plaques are frequently used to identify the name of a building or thenames of companies or individuals located within a building. Such products are also used to commemorate events or accomplishments,such as military service or financial donations. The principal markets for the segment's architectural products are corporations, fraternalorganizations, contractors, churches, hospitals, schools and government agencies. These products are sold to and distributed through anetwork of independent dealers including sign suppliers, awards and recognition companies, and trophy dealers.

Raw materials used by the Memorialization segment to manufacture memorials consist principally of bronze and aluminum ingot, granite,sheet metal, coating materials, photopolymers and construction materials and are generally available in adequate supply. Ingot is obtainedfrom various North American, European and Australian smelters. The primary materials required for casket manufacturing are cold-rolledsteel and lumber. The segment also purchases copper, bronze, stainless steel, particleboard, corrugated materials, paper veneer, cloth,ornamental hardware and coating materials. Purchase orders or supply agreements are typically negotiated with large, integrated steelproducers that have demonstrated timely delivery, high quality material and competitive prices. Lumber is purchased from a number ofsawmills and lumber distributors. Raw materials used to manufacture cremation and incineration products consist principally of structuralsteel, sheet metal, electrical components, combustion devices and refractory materials. These are generally available in adequate supplyfrom numerous suppliers.

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Competition from other manufacturers of memorial products is on the basis of reputation, product quality, delivery, price, and designavailability. The Company believes that its superior quality, broad product lines, innovative designs, delivery capability, customerresponsiveness, experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets. Competition in the mausoleum construction industry includes various construction companies throughout North America and is on thebasis of design, quality and price. Competitors in the architectural market are numerous and include companies that manufacture cast andpainted signs, plastic materials, sand-blasted wood and other fabricated products.

The Memorialization segment markets its casket products in the United States through a combination of Company-owned andindependent casket distribution facilities. The Company operates over 100 distribution centers in the United States. Over 85% of thesegment's casket products are currently sold through Company-owned distribution centers. The casket business is highly competitive andthe Company competes with other manufacturers on the basis of product quality, price, service, design availability and breadth of productline. The Memorialization segment provides a line of casket products that it believes is as comprehensive as any of its major competitors. There are a large number of casket industry participants operating in North America, and the industry has in the last five years seen a fewnew foreign casket manufacturers, primarily from China, enter the North American market. The Memorialization segment and itsprincipal competitor account for a substantial portion of the U.S. casket market.

The Company competes with several manufacturers in the cremation and accessory equipment market principally on the basis of productdesign, quality and price. The Memorialization segment and its three largest global competitors account for a substantial portion of theU.S. and European cremation equipment market.

The Memorialization segment works to provide a total solution to customers that own and operate businesses in both the cemetery andfuneral home markets.

Industrial:

The Industrial segment designs, manufactures and distributes a wide range of marking, coding and industrial automation solutions, orderfulfillment systems, and related consumables. Manufacturers, suppliers and distributors worldwide rely on Matthews' integrated systemsto identify, track, control and pick their products.

Marking systems range from mechanical marking solutions to microprocessor-based ink-jet printing systems that integrate into acustomer's manufacturing, inventory tracking and material handling control systems. The Company manufactures and markets productsand systems that employ different marking technologies, including contact printing, indenting, etching, laser and ink-jet printing. Customers frequently use a combination of these methods to achieve an appropriate mark. These technologies apply product informationrequired for identification and traceability, as well as to facilitate inventory and quality control, regulatory compliance and brand namecommunication.

Fulfillment systems complement the tracking and distribution of a customer's products with automated order fulfillment technologies,motor-driven rollers for product conveyance, and controls for material handling systems. Material handling customers include some ofthe largest automated assembly and distribution companies in the United States. The Company also engineers innovative, customsolutions to address specific customer requirements in a variety of industries, including oil exploration and security scanning.

A significant portion of the revenue of the Industrial segment is attributable to the sale of consumables and replacement parts required bythe marking, coding and tracking hardware sold by Matthews. The Company develops inks, rubber and steel consumables in conjunctionwith the marking equipment in which they are used, which is critical to ensure ongoing equipment reliability and mark quality. Mostmarking equipment customers use Matthews' inks, solvents and cleaners.

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The principal customers for the Company's marking and fulfillment systems products are manufacturers, suppliers and distributors ofdurable goods, building products, consumer goods manufacturers (including food and beverage processors) and producers ofpharmaceuticals. The Company also serves a wide variety of industrial markets, including metal fabricators, manufacturers of woven andnon-woven fabrics, plastic, rubber and automotive products.

A portion of this segment's sales are outside the United States, with distribution sourced through the Company's subsidiaries in Canada,Sweden, Germany and China in addition to other international distributors. The Company owns a minority interest in distributors in Asia,Australia and Europe.

Major raw materials for this segment's products include precision components, electronics, printing components, tool steels, rubber andchemicals, all of which are presently available in adequate supply from various sources.

Competitors in the marking and fulfillment systems industries are diverse, with some companies offering limited product lines for well-defined specialty markets, while others operate similarly to the Company, offering a broad product line and competing in multiple productmarkets and countries. Competition for marking and fulfillment systems products is based on product performance, ease of integrationinto the manufacturing and/or distribution process, service and price. The Company typically competes with specialty companies inspecific brand marking solutions and traceability applications. The Company believes that, in general, its Industrial segment offers one ofthe broadest lines of products to address a wide variety of marking, coding and industrial automation applications.

PATENTS, TRADEMARKS AND LICENSES:

The Company holds a number of domestic and foreign patents and trademarks. However, the Company believes the loss of anyindividual or a significant number of patents or trademarks would not have a material impact on consolidated operations or revenues.

BACKLOG:

Because the nature of the Company's Memorialization, SGK Brand Solutions and Industrial businesses are primarily custom productsmade to order and services with short lead times, backlogs are not generally material except for mausoleums and cremation equipment inthe Memorialization segment, roto-gravure engineering projects in the SGK Brand Solutions segment and industrial automation and orderfulfillment systems in the Industrial segment. Backlogs vary in a range of approximately six to twelve months of sales for mausoleumsand roto-gravure engineering projects. Cremation equipment sales backlogs vary in a range of eight to ten months of sales. Backlogs forIndustrial segment sales generally vary in a range of up to six weeks for standard products and twelve weeks for custom systems. TheCompany's backlog is expected to be substantially filled in fiscal 2016.

REGULATORY MATTERS:

The Company's operations are subject to various federal, state and local laws and regulations relating to the protection of theenvironment. These laws and regulations impose limitations on the discharge of materials into the environment and require the Companyto obtain and operate in compliance with conditions of permits and other government authorizations. As such, the Company hasdeveloped environmental, health and safety policies and procedures that include the proper handling, storage and disposal of hazardousmaterials.

The Company is party to various environmental matters. These include obligations to investigate and mitigate the effects on theenvironment of the disposal of certain materials at various operating and non-operating sites. The Company is currently performingenvironmental assessments and remediation at these sites, as appropriate.

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At September 30, 2015, an accrual of approximately $4.3 million had been recorded for environmental remediation (of which $1.2 millionwas classified in other current liabilities), representing management's best estimate of the probable and reasonably estimable costs of theCompany's known remediation obligations. The accrual does not consider the effects of inflation and anticipated expenditures are notdiscounted to their present value. While final resolution of these contingencies could result in costs different than current accruals,management believes the ultimate outcome will not have a significant effect on the Company's consolidated results of operations orfinancial position.

ITEM 1A. RISK FACTORS.

There are inherent risks and uncertainties associated with the Company's businesses that could adversely affect its operating performanceand financial condition. Set forth below are descriptions of those risks and uncertainties that the Company currently believes to bematerial. Additional risks not currently known or deemed immaterial may also result in adverse effects on the Company.

Changes in Economic Conditions. Generally, changes in domestic and international economic conditions affect the industries in whichthe Company and its customers and suppliers operate. These changes include changes in the rate of consumption or use of the Company'sproducts due to economic downturns, volatility in currency exchange rates, and changes in raw material prices resulting from supplyand/or demand conditions.

Uncertainty about current global economic conditions poses a risk, as consumers and businesses may continue to postpone or cancelspending. Other factors that could influence customer spending include energy costs, conditions in the credit markets, consumerconfidence and other factors affecting consumer spending behavior. These and other economic factors could have an effect on demandfor the Company's products and services and negatively impact the Company's financial condition and results of operations.

Foreign Operations. The Company conducts business in more than 25 countries around the world, and in fiscal year 2015approximately 34% of our sales to external customers were to customers outside the United States. In addition, our manufacturingoperations, suppliers and employees are located in many places around the world. As such, our future success depends in part on ourability to grow our sales in non-U.S. markets. Sales and operations outside of the United States are subject to certain inherent risks,including fluctuations in the value of the U.S. dollar relative to foreign currencies, global economic uncertainties, tariffs, quotas, taxes andother market barriers, political and economic instability, restrictions on the export or import of technology, potentially limited intellectualproperty protection, difficulties in staffing and managing international operations and potentially adverse tax consequences, and requiredcompliance with U.S. and non-U.S. laws and regulations.

Changes in Foreign Currency Exchange Rates. Manufacturing and sales of a significant portion of the Company's products are outsidethe United States, and accordingly, the Company holds assets, incurs liabilities, earns revenue and pays expenses in a variety ofcurrencies. The Company's consolidated financial statements are presented in U.S. dollars, and therefore, the Company must translate thereported values of its foreign assets, liabilities, revenue and expenses into U.S. dollars. Increases or decreases in the value of the U.S.dollar compared to foreign currencies may negatively affect the value of these items in the Company's consolidated financial statements,even though their value has not changed in local currency.

Increased Prices for Raw Materials. The Company's profitability is affected by the prices of the raw materials used in the manufactureof its products. These prices may fluctuate based on a number of factors, including changes in supply and demand, domestic and globaleconomic conditions, and volatility in commodity markets, currency exchange rates, labor costs and fuel-related costs. If suppliersincrease the price of critical raw materials, alternative sources of supply, or an alternative material, may not exist or be readily available.

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ITEM 1A. RISK FACTORS, (continued)

The Company has standard selling price structures (i.e., list prices) in several of its segments, which are reviewed for adjustmentgenerally on an annual basis. In addition, the Company has established pricing terms with several of its customers through contracts orsimilar arrangements. Based on competitive market conditions and to the extent that the Company has established pricing terms withcustomers, the Company's ability to immediately increase the price of its products to offset the increased costs may be limited. Significantraw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect theCompany's results of operations.

Changes in Mortality and Cremation Rates. Generally, life expectancy in the United States and other countries in which theCompany's Memorialization segment operates has increased steadily for several decades and is expected to continue to do so in thefuture. The increase in life expectancy is also expected to impact the number of deaths in the future. Additionally, cremations havesteadily grown as a percentage of total deaths in the United States since the 1960's, and are expected to continue to increase in the future. The Company expects that these trends will continue in the future and although sales of the Company's Memorialization segment maybenefit from the continued growth in the number of cremations, such trends may adversely affect the volume of bronze and granitememorialization products and burial caskets sold in the United States.

Changes in Product Demand or Pricing. The Company's businesses have and will continue to operate in competitive markets. Changesin product demand or pricing are affected by domestic and foreign competition and an increase in consolidated purchasing by largecustomers operating in both domestic and global markets. The Memorialization businesses generally operate in markets with ample supplycapacity and demand which is correlated to death rates. The Brand Solutions businesses serve global customers that are requiring theirsuppliers to be global in scope and price competitive. Additionally, in recent years the Company has witnessed an increase in productsmanufactured offshore, primarily in China, and imported into the Company's U.S. markets. It is expected that these trends will continueand may affect the Company's future results of operations.

Changes in the Distribution of the Company's Products or the Loss of a Large Customer. Although the Company does not have anycustomer that is considered individually significant to consolidated sales, it does have contracts with several large customers in both theMemorialization and SGK Brand Solutions segments. While these contracts provide important access to large purchasers of theCompany's products, they can obligate the Company to sell products at contracted prices for extended periods of time. Additionally, anysignificant divestiture of business properties or operations by current customers could result in a loss of business if the Company is notable to maintain the business with the subsequent owners of the properties.

Risks in Connection with Acquisitions . The Company has grown in part through acquisitions, and continues to evaluate acquisitionopportunities that have the potential to support and strengthen its businesses. There is no assurance however that future acquisitionopportunities will arise, or that if they do, that they will be consummated. In addition, acquisitions involve inherent risks that thebusinesses acquired will not perform in accordance with expectations, or that synergies expected from the integration of the acquisitionswill not be achieved as rapidly as expected, if at all. Failure to effectively integrate acquired businesses could prevent the realization ofexpected rates of return on the acquisition investment and could have a negative effect on the Company's results of operations andfinancial condition.

The Company completed the acquisitions of Schawk and Aurora in July 2014 and August 2015, respectively. In connection with theacquisitions, additional risks and uncertainties could affect the Company's financial performance and actual results. Specifically, theacquisitions could cause actual results for fiscal 2016 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Report or otherwise made by the Company's management. The risks associated with the acquisitionsinclude risks related to combining the businesses and achieving expected cost savings and synergies, assimilating the Schawk and Aurorabusinesses, and the fact that merger integration costs related to the acquisitions are difficult to predict with a level of certainty, and may begreater than expected.

10


Protection of Intellectual Property. We rely on various intellectual property rights, including patents, copyrights, trademarks and tradesecrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. If we do not enforce ourintellectual property rights successfully, our competitive position may suffer which could harm our operating results. In addition, ourpatents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage. We mayneed to spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement bythird parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rightsquickly or at all. In some circumstances, we may choose to not pursue enforcement because an infringer has a dominant intellectualproperty position or for other business reasons. In addition, competitors might avoid infringement by designing around our intellectualproperty rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them maybe unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lostrevenues.

Environmental Remediation and Compliance. The Company is subject to the risk of environmental liability and limitations on ouroperations due to environmental laws and regulations. We are subject to extensive federal, state, local and foreign environmental, healthand safety laws and regulations concerning matters such as air emissions, wastewater discharges, solid and hazardous waste handling anddisposal and the investigation and remediation of contamination. The risks of potentially substantial costs and liabilities related tocompliance with these laws and regulations are an inherent part of our business, and future conditions may develop, arise or be discoveredthat create substantial environmental compliance or remediation liabilities and costs. Compliance with environmental, health and safetylegislation and regulatory requirements may prove to be more limiting and costly than we anticipate, and there is no assurance thatsignificant expenditures related to such compliance may not be required in the future.

From time to time, we may be subject to legal proceedings brought by private parties or governmental authorities with respect toenvironmental matters, including matters involving alleged noncompliance with or liability under environmental, health and safety laws,property damage or personal injury. New laws and regulations, including those which may relate to emissions of greenhouse gases,stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become the basis for new or increased liabilities that could have a material adverseeffect on our business, financial condition or results of operations.

Technological Factors Beyond the Company's Control. The Company operates in certain markets in which technological productdevelopment contributes to its ability to compete effectively. There can be no assurance that the Company will be able to develop newproducts, that new products can be manufactured and marketed profitably, or that new products will successfully meet the expectations ofcustomers.

Cybersecurity and Data Breaches. In the course of our business, we collect and store sensitive data and proprietary businessinformation. We could be subject to service outages or breaches of security systems which may result in disruption, unauthorized access,misappropriation, or corruption of this information. Security breaches of our network or data including physical or electronic break-ins,vendor service outages, computer viruses, attacks by hackers or similar breaches can create system disruptions, shutdowns, orunauthorized disclosure of confidential information. Although we are not aware of any significant incidents to date, if we are unable toprevent such security or privacy breaches, our operations could be disrupted or we may suffer legal claims, loss of reputation, financialloss, property damage, or regulatory penalties because of lost or misappropriated information.

Compliance with Foreign Laws and Regulations. Due to the international scope of our operations, the Company is subject to acomplex system of commercial and trade regulations around the world, and our foreign operations are governed by laws, rules andbusiness practices that often differ from those of the United States. We cannot predict the nature, scope or effect of future regulatoryrequirements to which the Company's operations might be subject or the manner in which existing laws

11


might be administered or interpreted, which could have a material and negative impact on our business and our results of operation. Forexample, recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-corruption,such as the U.S. Foreign Corrupt Practices Act and similar laws in other countries. While we maintain a variety of internal policies andcontrols and take steps, including periodic training and internal audits, that we believe are reasonably calculated to discourage, preventand detect violations of such laws, we cannot guarantee that such actions will be effective or that individual employees will not engage ininappropriate behavior in contravention of our policies and instructions. Such conduct, or even the allegation thereof, could result incostly investigations and the imposition of severe criminal or civil sanctions, could disrupt our business, and could materially andadversely affect our reputation, business and results of operations or financial condition.

Further, we are subject to laws and regulations worldwide affecting our operations outside the United States in areas including, but notlimited to, intellectual property ownership and infringement, tax, customs, import and export requirements, anti-corruption and anti-bribery, foreign exchange controls and cash repatriation restrictions, foreign investment, data privacy requirements, anti-competition,pensions and social insurance, employment, and environment, health, and safety. Compliance with these laws and regulations may beonerous and expensive and requirements may differ among jurisdictions. Further, the promulgation of new laws, changing in existinglaws and abrogation of local regulations by national laws may have a negative impact on our business and prospects. In addition, certainlaws and regulations are relatively new and their interpretation and enforcement involve significant uncertainties. There can be noassurance that any of these factors will not have a material adverse effect on our business, results of operations or financial condition.

Effectiveness of our Internal Controls. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to conduct a comprehensiveevaluation of our internal control over financial reporting. To comply with this statute, we are required to document and test our internalcontrol over financial reporting, our management is required to assess and issue a report concerning our internal control over financialreporting, and our independent registered public accounting firm is required to attest to and report on our assessment of the effectivenessof internal control over financial reporting. Any failure to maintain or implement required new or improved controls could cause us to failto meet our periodic reporting obligations or result in material misstatements in our Consolidated Financial Statements, and substantialcosts and resources may be required to rectify these or other internal control deficiencies. If we cannot produce reliable financial reports,investors could lose confidence in our reported financial information, the market price of our common stock could decline significantly,and our business, financial condition, and reputation could be harmed.

Compliance with Securities Laws and Regulations; Conflict Minerals Reporting. The Company is required to comply with varioussecurities laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform andConsumer Protection Act ("Dodd-Frank"). Dodd-Frank contains provisions, among others, designed to improve transparency andaccountability concerning the supply chains of certain minerals originating from the Democratic Republic of Congo and adjoiningcountries that are believed to be benefiting armed groups ("Conflict Minerals"). While Dodd-Frank does not prohibit companies fromusing Conflict Minerals, the SEC mandates due diligence, disclosure and reporting requirements for companies for which conflictminerals are necessary to the functionality or production of a product. Our efforts to comply with Dodd-Frank and other evolving laws,regulations and standards could result in increased costs and expenses related to compliance and potential violations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

12

ITEM 2. PROPERTIES.

Principal properties of the Company and its majority-owned subsidiaries as of October 31, 2015 were as follows (properties are owned bythe Company except as noted):

Location Description of Property SGK Brand Solutions:

Antwerp, Belgium Manufacturing Appleton, WI Manufacturing (1)Atlanta, GA Manufacturing Atlanta, GA Operating facility (1)Battle Creek, MI Operating facility (1)Bristol, England Operating facility Budapest, Hungary Manufacturing (1)Chennai, India Operating facility (1)Chicago, IL Operating facility (1)Chicago, IL Operating facility (1)Chicago, IL Subletting (1)Cincinnati, OH Operating facility (1)Cincinnati, OH Operating facility (1)Cincinnati, OH Manufacturing (1)Des Plaines, IL Operating facility/Division Offices (1)Dachnow, Poland Manufacturing East Butler, PA Manufacturing Goslar, Germany Manufacturing (1)Grenzach-Wyhlen, Germany Manufacturing Hilversum, Netherlands Operating facility (1)Istanbul, Turkey Manufacturing (1)Izmir, Turkey Manufacturing Julich, Germany Manufacturing Kalamazoo, MI Operating facility Kowloon, Hong Kong Manufacturing (1)Leeds, England Operating facility (1)London, England Operating facility (1)Manchester, England Manufacturing (1)Minneapolis, MN Manufacturing Mississauga, Canada Operating facility (1)Monchengladbach, Germany Manufacturing Mt. Olive, NJ Operating facility (1)Munich, Germany Manufacturing (1)New Berlin, WI Manufacturing (1)New York, NY Operating facility (1)New York, NY Operating facility (1)Newcastle, England Operating facility (1)North Sydney, Australia Operating facility (1)Novgorod, Russia Manufacturing Nuremberg, Germany Manufacturing (1)Paris, France Operating facility (1)Penang, Malaysia Operating facility Portland, OR Operating facility (1)Portland, OR Sales Office (1)Poznan, Poland Manufacturing Queretaro, Mexico Manufacturing

13

ITEM 2. PROPERTIES, (continued)

Location Description of Property SGK Brand Solutions, (continued):

Redmond, WA Operating facility (1)St. Louis, MO Manufacturing San Francisco, CA Operating facility (1)San Francisco, CA Operating facility (1)Shanghai, China Operating facility (1)Shanghai, China Operating facility (1)Shenzhen, China Manufacturing (1)Singapore, Singapore Operating facility (1)Sterling Heights, MI Operating facility (1)Sunnyvale, CA Operating facility (1)Swindon, England Subletting (1)Toronto, Canada Manufacturing (1)Vienna, Austria Manufacturing (1)Vreden, Germany Manufacturing Woburn, MA Operating facility (1)

Memorialization (2):

Pittsburgh, PA Manufacturing / Division Offices Apopka, FL Manufacturing / Division Offices Aurora, IN Manufacturing Braddock, PA Distribution Bristol, TN Distribution Columbus, OH Distribution Edmunston, Canada Manufacturing Elberton, GA Manufacturing Fargo, ND Distribution Hastings, NE Distribution Kingwood, WV Manufacturing Lawrenceville, GA Distribution Libertyville, IL Distribution Manchester, England Manufacturing (1)Melbourne, Australia Manufacturing (1)Monterrey, Mexico Manufacturing (1)Parma, Italy Manufacturing / Warehouse (1)Piney Flats, TN Manufacturing Richmond, IN Manufacturing (1)Richmond, IN Manufacturing Searcy, AR Manufacturing

Shakopee, MN Distribution Suwanee, GA Distribution Udine, Italy Manufacturing (1)Walton, KY Distribution West Point, MS Distribution Whittier, CA Manufacturing (1)York, PA Manufacturing

14

ITEM 2. PROPERTIES, (continued)

Location Description of Property Industrial:

Pittsburgh, PA Manufacturing / Division Offices Beijing, China Manufacturing (1)Cincinnati, OH Manufacturing (1)Germantown, WI Manufacturing (1)Gothenburg, Sweden Manufacturing / Distribution (1)Ixonia, WI Manufacturing (1)Portland, OR Manufacturing Tianjin City, China Manufacturing (1)Wilsonville, OR Manufacturing

Corporate Office:

Pittsburgh, PA General Offices

(1) These properties are leased by the Company under operating lease arrangements. Rent expense incurred by theCompany for all leased facilities was approximately $31.8 million in fiscal 2015.

(2) In addition to the properties listed, the Memorialization segment leases warehouse facilities totaling approximately 1.6million square feet in 40 states under operating leases.

All of the owned properties are unencumbered. The Company believes its facilities are generally well suited for their respective uses andare of adequate size and design to provide the operating efficiencies necessary for the Company to be competitive. The Company'sfacilities provide adequate space for meeting its near-term production requirements and have availability for additional capacity. TheCompany intends to continue to expand and modernize its facilities as necessary to meet the demand for its products.

ITEM 3. LEGAL PROCEEDINGS.

Matthews is subject to various legal proceedings and claims arising in the ordinary course of business. Management does not expect thatthe results of any of these legal proceedings will have a material adverse effect on Matthews' financial condition, results of operations orcash flows.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

15

OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT

The following information is furnished with respect to officers and executive management as of October 31, 2015:

Name Age Positions with Registrant Joseph C. Bartolacci 55 President and Chief Executive Officer David F. Beck 63 Vice President and Controller

Marcy L. Campbell 52 Vice President, Human Resources Brian J. Dunn 58 Executive Vice President, Strategy and Corporate Development Steven D. Gackenbach 52 Group President, Memorialization Robert M. Marsh 47 Treasurer Steven F. Nicola 55 Chief Financial Officer and Secretary Paul F. Rahill 58 President, Cremation Division David A. Schawk 59 President, SGK Brand Solutions Brian D. Walters 46 Vice President and General Counsel

Joseph C. Bartolacci was appointed President and Chief Executive Officer effective October 2006.

David F. Beck was appointed Vice President and Controller effective February 2010.

Marcy L. Campbell was appointed Vice President, Human Resources effective November 2014. Ms. Campbell served as Director,Regional Human Resources from January 2013, and as Manager, Regional Human Resources from November 2005 to December 2012.

Brian J. Dunn was appointed Executive Vice President, Strategy and Corporate Development effective July 24, 2014. Prior thereto, heserved as Group President, Brand Solutions since February 2010.

Steven D. Gackenbach was appointed Group President, Memorialization effective October 31, 2011. Prior thereto he had been ChiefCommercial Officer, Memorialization since January 2011 when he joined the Company. Prior to joining the Company, Mr. Gackenbachserved as the Senior Director of Strategy for Kraft Foods' Cheese and Dairy Division from 2002 to 2010.

Robert M. Marsh joined the Company as Treasurer in December 2014. Prior to joining the Company, Mr. Marsh was a partner of PNCMezzanine Capital, the principal mezzanine investment business of The PNC Financial Services Group, LLC ("PNC"). Mr. Marshjoined PNC in 1997.

Steven F. Nicola was appointed Chief Financial Officer and Secretary effective December 2003.

Paul F. Rahill was appointed President, Cremation Division in October 2002.

David A. Schawk joined the Company in July 2014 as President, SGK Brand Solutions upon Matthews' acquisition of Schawk. Mr.Schawk served as Schawk's Chief Executive Officer from July 2012, and Chief Executive Officer and President for more than five yearsprior thereto. Mr. Schawk was a member of the Schawk Board of Directors since 1992.

Brian D. Walters was appointed Vice President and General Counsel effective February 2009.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information:

The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $1 par value. At September 30,2015, 32,875,067 shares were outstanding. The Company's Class A Common Stock is traded on the NASDAQ Global Select Marketunder the symbol "MATW". The following table sets forth the high, low and closing prices as reported by NASDAQ for the periodsindicated:

High Low CloseFiscal 2015: Quarter ended: September 30, 2015 $55.70 $47.46 $48.97

June 30, 2015 55.40 47.00 53.14March 31, 2015 52.63 44.48 51.51December 31, 2014 49.69 41.10 48.67

Fiscal 2014: Quarter ended: September 30, 2014 $47.60 $40.99 $43.89

June 30, 2014 43.32 39.54 41.57March 31, 2014 44.33 37.08 40.81December 31, 2013 42.80 37.58 42.61

The Company has a stock repurchase program. Under the current authorization, the Company's Board of Directors has authorized therepurchase of a total of 2,500,000 shares of Matthews' common stock under the program, of which 661,022 shares remain available forrepurchase as of September 30, 2015. In November 2015, the Company's Board of Directors approved the continuation of its stockrepurchase program and increased the authorization for stock repurchases by an additional 2,500,000 shares. The buy-back program isdesigned to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share. Repurchasedshares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions setforth in the Company's Restated Articles of Incorporation.

All purchases of the Company's common stock during fiscal 2015 were part of this repurchase program.

17

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, (continued)

The following table shows the monthly fiscal 2015 stock repurchase activity:

Period

Totalnumber of

sharespurchased

Weighted-average

price paidper share

Totalnumber of

sharespurchasedas part of a

publiclyannounced

plan

Maximumnumber ofshares thatmay yet bepurchasedunder the

plan

October 2014 10,000 $ 43.87 10,000 955,881 November 2014 65,942 46.54 65,942 889,939 December 2014 97,807 46.10 97,807 792,132 January 2015 1,559 46.86 1,559 790,573 February 2015 10,000 48.49 10,000 780,573 March 2015 27,318 48.17 27,318 753,255 April 2015 - - - 753,255 May 2015 157 47.97 157 753,098 June 2015 - - - 753,098 July 2015 - - - 753,098 August 2015 55,982 51.68 55,982 697,116 September 2015 36,094 49.22 36,094 661,022 Total 304,859 $ 47.78 304,859

Holders:

Based on records available to the Company, the number of registered holders of the Company's common stock was 1,172 atOctober 31, 2015.

Dividends:

A quarterly dividend of $.15 per share was paid for the fourth quarter of fiscal 2015 to shareholders of record on November 23, 2015. TheCompany paid quarterly dividends of $.13 per share for each of the first three quarters of fiscal 2015 and the fourth quarter of fiscal 2014. The Company paid quarterly dividends of $.11 per share for each of the first three quarters of fiscal 2014 and the fourth quarter of fiscal2013. The Company paid quarterly dividends of $.10 per share for each of the first three quarters of fiscal 2013 and the fourth quarter offiscal 2012.

Cash dividends have been paid on common shares in every year for at least the past forty-six years. It is the present intention of theCompany to continue to pay quarterly cash dividends on its common stock. However, there is no assurance that dividends will bedeclared and paid as the declaration and payment of dividends is at the discretion of the Board of Directors of the Company and isdependent upon many factors, including but not limited to the Company's financial condition, results of operations, cash requirements,future prospects and other factors deemed relevant by the Board.

Securities Authorized for Issuance Under Equity Compensation Plans:

See Equity Compensation Plans in Item 12 "Security Ownership of Certain Beneficial Owners and Management" on page 76 of thisreport.

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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, (continued)

PERFORMANCE GRAPH

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN *AMONG MATTHEWS INTERNATIONAL CORPORATION,

S&P 500 INDEX, S&P MIDCAP 400 INDEX AND S&P SMALLCAP 600 INDEX **

* Total return assumes dividend reinvestment** Fiscal year ended September 30

Note: Performance graph assumes $100 invested on October 1, 2010 in Matthews International Corporation Common Stock, Standard &Poor's (S&P) 500 Index, S&P MidCap 400 Index and S&P SmallCap 600 Index. The results are not necessarily indicative of futureperformance.

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ITEM 6. SELECTED FINANCIAL DATA.

Years Ended September 30, 2015(1) 2014(2) 2013(3) 2012(4) 2011(5) (Amounts in thousands, except per share data) (Unaudited) Net sales $1,426,068 $1,106,597 $985,357 $900,317 $898,821 Operating profit 105,023 81,522 94,615 92,585 117,589 Interest expense 20,610 12,628 12,925 11,476 8,241 Net income attributable to Matthews

shareholders 63,449 42,625 54,121 55,276 72,106 Earnings per common share:

Basic $1.93 $1.51 $1.96 $1.96 $2.46Diluted 1.91 1.49 1.95 1.95 2.45

Weighted-average common

shares outstanding: Basic 32,939 28,209 27,255 27,753 28,775Diluted 33,196 28,483 27,423 27,839 28,812

Cash dividends per share $.54 $.46 $.41 $.37 $.33 Total assets $2,163,018 $2,024,048 $1,209,262 $1,122,171 $1,092,151Long-term debt, non-current 891,217 714,027 351,068 298,148 299,170

(1) Fiscal 2015 included pre-tax charges of $36,883 and income of $8,726, which impacted operating profit and other deductions,respectively, and also included the unfavorable effect of related adjustments of $1,334 to income tax expense. These amountsprimarily consisted of acquisition-related costs, trade name write-offs, strategic cost-reduction initiatives, and losses related to atheft of funds, partially offset by a gain on the settlement of a multi-employer pension plan obligation, and the impact of thefavorable settlement of litigation, net of related expenses.

(2) Fiscal 2014 included net charges of approximately $41,289 (pre-tax), primarily related to acquisition-related costs, strategic cost-reduction initiatives, and litigation expenses related to a legal dispute in the Memorialization segment. Charges of $38,598 and$2,691 impacted operating profit and other deductions, respectively. In addition, fiscal 2014 included the unfavorable effect ofadjustments of $1,347 to income tax expense related to non-deductible expenses related to acquisition activities.

(3) Fiscal 2013 included net charges of approximately $15,352 (pre-tax), which primarily related to strategic cost-reductioninitiatives, incremental costs related to an ERP implementation in the Memorialization segment, acquisition-related costs and animpairment charge related to the carrying value of a trade name. The charges were partially offset by a gain on the finalsettlement of the purchase price of the remaining ownership interest in one of the Company's subsidiaries and the benefit ofadjustments to contingent consideration.

(4) Fiscal 2012 included net charges of approximately $8,779 (pre-tax), which primarily consisted of charges related to cost-reduction initiatives and incremental costs related to an ERP implementation in the Memorialization segment. In addition, fiscal2012 included the favorable effect of an adjustment of $528 to income tax expense primarily related to changes in estimated taxaccruals for open tax periods.

(5) Fiscal 2011 included the favorable effect of an adjustment of $606 to income tax expense primarily related to changes inestimated tax accruals for open tax periods.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.

The following discussion should be read in conjunction with the consolidated financial statements of Matthews and related notes thereto. In addition, see "Cautionary Statement Regarding Forward-Looking Information" included in Part I of this Annual Report on Form 10-K.

RESULTS OF OPERATIONS:

The following table sets forth sales and operating profit for the Company's SGK Brand Solutions, Memorialization and Industrialsegments for each of the last three fiscal years.

Years Ended September 30, 2015 2014 2013 (Dollars in Thousands)Sales: SGK Brand Solutions $ 798,339 $ 497,328 $ 373,941 Memorialization 508,058 508,420 517,911 Industrial 119,671 100,849 93,505 Consolidated $1,426,068 $1,106,597 $ 985,357 Operating Profit: SGK Brand Solutions $ 21,864 $ 2,536 $ 13,999 Memorialization 70,064 67,937 71,754 Industrial 13,095 11,049 8,862 Consolidated $ 105,023 $ 81,522 $ 94,615 Comparison of Fiscal 2015 and Fiscal 2014:

Sales for the year ended September 30, 2015 were $1.4 billion, compared to $1.1 billion for the year ended September 30, 2014. Theincrease in fiscal 2015 sales principally reflected the acquisitions of Schawk, Inc. ("Schawk") in July 2014 and Aurora Products Group,LLC ("Aurora") in August 2015, higher sales in the Industrial segment, and higher sales in the SGK Brand Solutions segment, exclusiveof the Schawk acquisition. These increases were partially offset by lower sales in the Memorialization segment, excluding Aurora. Additionally, consolidated sales for fiscal 2015 were unfavorably impacted by changes in foreign currencies against the U.S. dollar ofapproximately $56.9 million.

In the SGK Brand Solutions segment, sales for fiscal 2015 were $798.3 million, compared to $497.3 million in fiscal 2014. The increaseresulted principally from the acquisition of Schawk ($339.1 million), and higher sales, excluding the Schawk acquisition, in Europe. These increases were partially offset by the unfavorable impact of changes in foreign currency values against the U.S. dollar ofapproximately $44.1 million. Memorialization segment sales for fiscal 2015 were $508.1 million compared to $508.4 million for fiscal2014. The Memorialization segment sales reflected higher unit volume of caskets, higher sales of bronze and granite memorials, highercremation equipment sales in the U.S. market, and the incremental impact of the Aurora acquisition ($14.4 million). These increaseswere offset by lower mausoleum sales, lower equipment sales in Europe and the U.K., and the unfavorable impact of changes in foreigncurrency values against the U.S. dollar of approximately $9.7 million. Lower equipment sales in the U.K. reflected a large wasteincinerator project in fiscal 2014 that did not repeat in fiscal 2015. Industrial segment sales for the year ended September 30, 2015 were$119.7 million, compared to $100.8 million for fiscal 2014. The increase resulted principally from higher sales of warehouse controlsystems and higher unit volume of marking products and related consumables, primarily in North America. These increases werepartially offset by the unfavorable impact of changes in foreign currency values against the U.S. dollar of approximately $3.0 million.

21

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued)

Gross profit for the year ended September 30, 2015 was $529.4 million, compared to $392.5 million for fiscal 2014. Consolidated grossprofit as a percent of sales was 37.1% and 35.5% for fiscal 2015 and fiscal 2014, respectively. The increase in gross profit primarilyreflected the impact of higher sales. Fiscal 2015 gross profit also included an expense of $1.8 million for the partial write-off ofinventory step-up value related to the Aurora acquisition. Fiscal 2014 gross profit included an expense of $9.5 million for the write-off ofinventory step-up value related to the Schawk acquisition. The improvement in gross profit as a percent of sales reflected the higher fiscal2014 write-off of inventory step-up value, and the favorable margin impact from the Schawk acquisition.

Selling and administrative expenses for the year ended September 30, 2015 were $424.4 million, compared to $311.0 million for fiscal2014. Consolidated selling and administrative expenses as a percent of sales were 29.8% for fiscal 2015, compared to 28.1% in fiscal2014. The increase in selling and administrative expenses was primarily attributable to higher sales and the acquisitions of Schawk andAurora. In addition, fiscal 2015 selling and administrative expenses included an increase of $12.1 million in intangible asset amortizationrelated to the Schawk and Aurora acquisitions, acquisition-related expenses of $37.1 million primarily related to the Schawk acquisitionintegration activities and Aurora transaction expenses, trade name write-offs of $4.8 million and expenses related to strategic cost-reduction initiatives of $2.2 million, partially offset by the impact of the favorable settlement of litigation, net of related expenses, in theMemorialization segment of $9.0 million. Fiscal 2014 selling and administrative expenses included expenses related to acquisitionactivities, primarily the Schawk acquisition, of $18.2 million, the Company's strategic cost structure initiatives of $4.5 million andlitigation-related expenses in the Memorialization segment of $3.0 million.

Operating profit for fiscal 2015 was $105.0 million, compared to $81.5 million for fiscal 2014. The SGK Brand Solutions segmentoperating profit for fiscal 2015 was $21.9 million, compared to $2.5 million for fiscal 2014. The segment's fiscal 2015 operating profitwas favorably impacted by the Schawk acquisition, and higher sales, exclusive of the acquisition, in Europe. The SGK Brand Solutionssegment fiscal 2015 operating profit included charges totaling $39.5 million representing acquisition integration expenses, trade namewrite-offs, and expenses related to strategic cost-reduction initiatives. In addition, the segment reported an $11.7 million increase inintangible asset amortization related to the Schawk acquisition. Fiscal 2015 SGK Brand Solutions segment operating profit was alsounfavorably impacted by changes in foreign currency values against the U.S. dollar of approximately $4.4 million. Fiscal 2014 SGKBrand solutions segment operating profit included expenses of $17.8 million related to acquisition activities, $4.1 million related tostrategic cost-reduction initiatives, a $9.5 million write-off of inventory step-up value, and also reflected the benefit of a merchandisingdisplay project that did not repeat to the same level in fiscal 2015. Memorialization segment operating profit for fiscal 2015 was $70.1million, compared to $67.9 million for fiscal 2014. The Memorialization segment fiscal 2015 operating profit included the incrementalimpact of the Aurora acquisition, and the impact of the favorable settlement of litigation, net of related expenses, of $9.0 million. Thefiscal 2015 Memorialization segment operating profit was unfavorably impacted by charges totaling $6.4 million, primarily consisting ofacquisition-related costs, and expenses related to strategic cost-reduction initiatives. In addition, the segment reported a $403,000 increasein intangible asset amortization related to the Aurora acquisition. Memorialization segment fiscal 2014 operating profit included $4.0million of expenses related to strategic cost-reduction initiatives and $3.0 million of litigation-related expenses, and also reflected thebenefit of a large incineration project that did not repeat in fiscal 2015. Operating profit for the Industrial segment for fiscal 2015 was$13.1 million, compared to $11.0 million in fiscal 2014. The increase primarily resulted from the favorable impact of higher sales.

Investment income for the year ended September 30, 2015 was $175,000, compared to $2.1 million for the year ended September 30,2014. The decrease reflected lower rates of return on investments held in trust for certain of the Company's benefit plans. Interestexpense for fiscal 2015 was $20.6 million, compared to $12.6 million in fiscal 2014. The increase in interest expense primarily reflectedhigher average debt levels resulting from the acquisitions of Schawk in July 2014 and Aurora in August 2015.

22


Other income (deductions), net, for the year ended September 30, 2015 represented an increase in pre-tax income of $5.1 million,compared to a decrease in pre-tax income of $4.9 million in fiscal 2014. Other income and deductions generally include banking-relatedfees and the impact of currency gains or losses on certain intercompany debt and foreign denominated receivables and payables. Fiscal2015 other income and deductions included an $11.5 million gain on the settlement of a multi-employer pension plan installment paymentobligation. Fiscal 2014 other income and deductions included a write-off of prior deferred bank fees recognized upon the amendment ofthe Company's domestic Revolving Credit Facility in conjunction with the Schawk acquisition. Other income and deductions alsoincluded losses related to a theft of funds by an employee that had occurred over a multi-year period, totaling $2.3 million and $1.7million in fiscal 2015 and fiscal 2014, respectively.

The Company's effective tax rate for fiscal 2015 was 29.4%, compared to 34.5% for fiscal 2014. The decrease in the fiscal 2015 effectivetax rate, compared to fiscal 2014, primarily reflected the benefit of the utilization of certain tax attributes as a result of legal structurereorganization in foreign jurisdictions and a relative increase in the amount of earnings generated from non-U.S. locations. The effectivetax rate in fiscal 2014 included the impact of non-deductible acquisition costs relating to the Schawk acquisition. The difference betweenthe Company's effective tax rate and the Federal statutory rate of 35.0% primarily reflected the impact of state taxes, offset by lowerforeign income taxes.

Net earnings attributable to noncontrolling interests was a loss of $161,000 in fiscal 2015, compared to income of $646,000 in fiscal2014. The change in net earnings attributable to noncontrolling interests primarily reflected losses in less than wholly-owned Industrialand Memorialization businesses.

Comparison of Fiscal 2014 and Fiscal 2013:

Sales for the year ended September 30, 2014 were $1.1 billion, compared to $985.4 million for the year ended September 30, 2013. Theincrease in fiscal 2014 sales principally reflected the acquisition of Schawk in July 2014, higher sales in the Company's SGK BrandSolutions and Industrial segments, the incremental impact of acquisitions completed in fiscal 2013 and the impact of significant projectsin the SGK Brand Solutions and Memorialization segments. Consolidated sales for fiscal 2014 also reflected the benefit of favorablechanges in foreign currencies against the U.S. dollar of approximately $6.2 million.

Sales for the SGK Brand Solutions segment in fiscal 2014 were $497.3 million, compared to $373.9 million for fiscal 2013. The increaseresulted principally from the acquisition of Schawk in July 2014 ($75.1 million), higher sales volume in the segment's principal markets,the incremental impact of the acquisition of Wetzel Holding AG, Wetzel GmbH and certain related affiliates (collectively, "Wetzel") inNovember 2012, a significant merchandising display project during the third and fourth fiscal quarters of 2014 and a $5.9 millionfavorable impact of changes in foreign currency against the U.S. dollar. Memorialization segment sales for fiscal 2014 were $508.4million compared to $517.9 million for fiscal 2013. The decrease primarily reflected lower unit volume of memorials and caskets andtraditional cremator equipment, partially offset by a large waste incineration project in Saudi Arabia and higher mausoleum sales. Basedon published CDC data, the Company estimated that the number of casketed, in-ground burial deaths in the United States declined infiscal 2014 compared to fiscal 2013, which was the primary factor in the decrease in unit volume of both memorials and caskets. Industrial segment sales for the year ended September 30, 2014 were $100.8 million, compared to $93.5 million for fiscal 2013. Theincrease resulted principally from higher sales in the United States and the incremental impact of the acquisition of Pyramid ControlSystems ("Pyramid") in December 2012.

Gross profit for the year ended September 30, 2014 was $392.5 million, or 35.5% of sales, compared to $356.5 million, or 36.2% of sales,for fiscal 2013. The increase in fiscal 2014 consolidated gross profit compared to fiscal 2013 reflected higher sales and the benefit ofrecent acquisitions, partially offset by higher material costs in the Memorialization segment. In addition, fiscal 2014 gross profit includedan expense of $9.5 million for the write-off of inventory step-up value related to the Schawk acquisition. The decrease in gross profit asa percentage of sales primarily reflected the impact of the write-off of the inventory step-up and higher material costs in theMemorialization segment.

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Selling and administrative expenses for the year ended September 30, 2014 were $311.0 million, or 28.1% of sales, compared to $261.9million, or 26.6% of sales, for fiscal 2013. Fiscal 2014 selling and administrative expenses included expenses related to acquisitionactivities (primarily the Schawk acquisition) of $18.2 million, the Company's strategic cost structure initiatives of $4.5 million andlitigation expenses of $3.0 million related to a legal dispute in the Memorialization segment. Fiscal 2013 selling and administrativeexpenses included expenses of $13.6 million related to strategic cost-reduction initiatives, $3.4 million related to acquisition activities,$1.8 million related to litigation-related expenses in the Memorialization segment, and $2.2 million related to asset adjustments. Thesefiscal 2013 expenses were partially offset by the benefit of adjustments to contingent consideration of $6.2 million and a gain of $3.0million on the settlement of the purchase price of the remaining ownership interest in one of the Company's subsidiaries.

Operating profit for fiscal 2014 was $81.5 million, compared to $94.6 million for fiscal 2013. The SGK Brand Solutions segmentreported operating profit of $2.5 million for fiscal 2014, compared to $14.0 million for fiscal 2013. The decrease in fiscal 2014 primarilyreflected the impact of acquisition-related expenses of $17.8 million, the $9.5 million write-off of inventory step-up value and expensesrelated to strategic cost-reduction initiatives of $4.1 million. Fiscal 2013 SGK Brand solutions segment operating profit includedexpenses of $3.2 million related to acquisition activities, $5.3 million related to strategic cost-reduction initiatives and a $1.6 millionimpairment charge related to the carrying value of a trade name. These fiscal 2013 expenses were partially offset by a gain of $3.0million on the settlement of the purchase price of the remaining ownership interest in one the Company's subsidiaries. Excluding thesenet charges from both years, SGK Brand Solutions operating profit increased $12.8 million as a result of higher sales and the acquisitionof Schawk. Memorialization segment operating profit for fiscal 2014 was $67.9 million, compared to $71.8 million for fiscal 2013. Memorialization segment fiscal 2014 operating profit included $4.0 million of expenses related to strategic cost-reduction initiatives andlitigation expenses of $3.0 million related to a legal dispute with one of its competitors. Fiscal 2013 Memorialization segment operatingprofit included the impact of expenses of $10.1 million related to strategic cost-reduction initiatives, litigation expenses of $1.8 million,and a $6.3 million benefit of adjustments to contingent consideration. Excluding the impact of these expenses from both years, fiscal 2014operating profit decreased by $2.5 million, compared to fiscal 2013, primarily reflecting lower sales, partially offset by the productivitybenefits from strategic cost-reduction initiatives. Operating profit for the Industrial segment for fiscal 2014 was $11.0 million, comparedto $8.9 million for fiscal 2013. The segment's fiscal 2014 and 2013 operating profit included expenses related to strategic cost-reductioninitiatives of $220,000 and $1.4 million, respectively. Excluding these expenses from both years, Industrial segment operating profit forfiscal 2014 increased $1.0 million over fiscal 2013, primarily as a result of higher sales.

Investment income for the year ended September 30, 2014 was $2.1 million, compared to $2.3 million for the year ended September 30,2013. Interest expense for fiscal 2014 was $12.6 million, compared to $12.9 million for fiscal 2013. The decrease in interest expensereflected lower interest rates, partially offset by increased debt levels in the fourth fiscal quarter of 2014 to finance the Schawkacquisition.

Other income (deductions), net, for the year ended September 30, 2014 represented a decrease in pre-tax income of $4.9 million,compared to a decrease in pre-tax income of $3.8 million in 2013. Other income and deductions generally include banking-related fees andthe impact of currency gains or losses on certain intercompany debt. The increase in other deductions, net, principally reflected the write-off of prior deferred bank fees upon the amendment of the Company's domestic Revolving Credit Facility in conjunction with the Schawkacquisition. Other income and deductions also included expenses related to a theft of funds by an employee totaling $1.7 million and $1.3million for the years ended September 30, 2014 and 2013, respectively.

The Company's effective tax rate for fiscal 2014 was 34.5%, compared to 32.6% for fiscal 2013. The increase in the fiscal 2014 effectivetax rate, compared to fiscal 2013, primarily reflected the impact of non-deductible acquisition expenses in fiscal 2014. The differencebetween the Company's effective tax rate and the Federal statutory rate of 35.0% primarily reflected the impact of state taxes, offset bylower foreign income taxes.

Net earnings attributable to noncontrolling interests was a deduction of $646,000 for fiscal 2014, compared to income of $116,000 infiscal 2013. The change related principally to higher operating income recorded by the Company's less than wholly-owned operations inthe U.K.

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LIQUIDITY AND CAPITAL RESOURCES:

Net cash provided by operating activities was $141.1 million for the year ended September 30, 2015, compared to $90.7 million and$108.1 million for fiscal 2014 and 2013, respectively. Operating cash flow for fiscal 2015 principally included net income adjusted fordepreciation and amortization, stock-based compensation expense, trade name write-offs, and an increase in deferred taxes, partiallyoffset by an increase in working capital items and a cash contribution of $3.3 million to the Company's principal pension plan. Operatingcash flow for fiscal 2014 principally included net income adjusted for depreciation and amortization, stock-based compensation expense,and an increase in deferred taxes, partially offset by an increase in working capital items and a cash contribution of $3.0 million to theCompany's principal pension plan. Operating cash flow for fiscal 2013 principally included net income adjusted for depreciation andamortization, stock-based compensation expense, and an increase in deferred taxes, partially offset by an increase in working capital items(primarily accounts receivable and inventory) and a cash contribution of $2.5 million to the Company's principal pension plan.

Cash used in investing activities was $263.2 million for the year ended September 30, 2015, compared to $411.1 million and $98.6million for fiscal years 2014 and 2013, respectively. Investing activities for fiscal 2015 primarily reflected capital expenditures of $48.3million, acquisition payments (net of cash acquired) of $213.5 million, primarily for the Aurora acquisition, net proceeds of $10.4 millionfrom the sale of a subsidiary, and payment of $12.9 million related to a letter of credit issued for a customer (see discussion below). Investing activities for fiscal 2014 primarily included payments (net of cash acquired) of $382.1 million, primarily for the Schawkacquisition, and $29.2 million for capital expenditures. Investing activities for fiscal 2013 primarily included payments (net of cashacquired) of $74.0 million for acquisitions and $24.9 million for capital expenditures.

Capital expenditures were $48.3 million for the year ended September 30, 2015, compared to $29.2 million and $24.9 million for fiscal2014 and 2013, respectively. Capital expenditures in each of the last three fiscal years reflected reinvestments in the Company's businesssegments and were made primarily for the purchase of new manufacturing machinery, equipment and facilities designed to improveproduct quality, increase manufacturing efficiency, lower production costs and meet regulatory requirements. Capital expenditures for thelast three fiscal years were primarily financed through operating cash. Capital spending for property, plant and equipment has averaged$34.1 million for the last three fiscal years. The increase in fiscal 2015 capital spending reflects the addition of the capital requirements ofSchawk, and additional information technology capital spending related to the Company's systems integration activities, primarily arisingwith the Schawk acquisition. Capital spending for fiscal 2016 is currently expected to be approximately $45.0 million. The Companyexpects to generate sufficient cash from operations to fund all anticipated capital spending projects.

Cash provided by financing activities for the year ended September 30, 2015 was $131.2 million, and reflected proceeds, net ofrepayments, on long-term debt of $179.2 million, purchases of treasury stock of $14.6 million, payment of contingent consideration of$484,000, proceeds from the sale of treasury stock (stock option exercises) of $4.0 million and payment of dividends to the Company'sshareholders of $17.8 million ($0.54 per share). Cash provided by financing activities for the year ended September 30, 2014 was $338.1million, and reflected proceeds, net of repayments, on long-term debt of $357.3 million, purchases of treasury stock of $9.9 million,payment of contingent consideration of $3.7 million, proceeds from the sale of treasury stock (stock option exercises) of $8.0 million andpayment of dividends to the Company's shareholders of $13.4 million ($0.46 per share). Cash used in financing activities for the yearended September 30, 2013 was $10.8 million, and reflected proceeds, net of repayments, on long-term debt of $33.2 million, purchases oftreasury stock of $21.6 million, payment of contingent consideration of $11.3 million and payment of dividends to the Company'sshareholders of $11.3 million ($0.41 per share).

The Company has a domestic Revolving Credit Facility with a syndicate of financial institutions. In connection with the acquisition ofSchawk in July 2014, the Company amended certain terms of the Revolving Credit Facility to increase the maximum amount ofborrowings available under the facility from $500.0 million to $900.0 million. Borrowings under the amended facility bear interest atLIBOR plus a factor ranging from .75% to 2.00% (1.75% at September 30, 2015) based on the Company's leverage ratio. The leverageratio is defined as net indebtedness divided by EBITDA (earnings before interest, taxes, depreciation and amortization). The Company isrequired to pay an annual commitment fee ranging from .15% to .25% (based on the Company's leverage ratio) of the unused portion ofthe facility.

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The Revolving Credit Facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility(not to exceed $30.0 million) is available for the issuance of trade and standby letters of credit. Outstanding borrowings on the RevolvingCredit Facility at September 30, 2015 and 2014 were $857.4 million and $680.0 million, respectively. The weighted-average interest rateon outstanding borrowings at September 30, 2015 and 2014 was 2.41% and 2.53%, respectively.

The Company has entered into the following interest rate swaps:

Effective Date Amount Fixed Interest RateInterest Rate Spread at September

30, 2015

Maturity DateOctober 2011 $25 million 1.67% 1.75% October 2015June 2012 40 million 1.88% 1.75% June 2022August 2012 35 million 1.74% 1.75% June 2022September 2012 25 million 3.03% 1.75% December 2015September 2012 25 million 1.24% 1.75% March 2017November 2012 25 million 1.33% 1.75% November 2015May 2014 25 million 1.35% 1.75% May 2018November 2014 25 million 1.26% 1.75% June 2018March 2015 25 million 1.49% 1.75% March 2019September 2015 25 million 1.39% 1.75% September 2020December 2015 25 million 1.59% 1.75% December 2020

The interest rate swaps have been designated as cash flow hedges of the future variable interest payments under the Revolving CreditFacility which are considered probable of occurring. Based on the Company's assessment, all the critical terms of each of the hedgesmatched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were consideredhighly effective.

The fair value of the interest rate swaps reflected an unrealized loss, net of unrealized gains, of $3.7 million ($2.2 million after-tax) and anunrealized gain, net of unrealized losses, of $330,000 ($201,000 after-tax) at September 30, 2015 and 2014, respectively, that is includedin shareholders' equity as part of accumulated other comprehensive income. Assuming market rates remain constant with the rates atSeptember 30, 2015, a loss (net of tax) of approximately $711,000 included in accumulated other comprehensive income is expected to berecognized in earnings over the next twelve months.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank. The maximum amount ofborrowings available under this facility is 35.0 million Euros ($39.3 million). Outstanding borrowings under the credit facility totaled23.9 million Euros ($26.8 million) and 17.5 million Euros ($22.1 million) at September 30, 2015 and 2014, respectively. The weighted-average interest rate on outstanding borrowings under the facility at September 30, 2015 and 2014 was 1.50% and 1.35%, respectively.

The Company, through its German subsidiary, Saueressig GmbH & Co. KG ("Saueressig"), has several loans with various Europeanbanks. Outstanding borrowings under these loans totaled 734,000 Euros ($824,000) and 1.2 million Euros ($1.6 million) at September30, 2015 and 2014, respectively. The weighted-average interest rate on outstanding borrowings of Saueressig at September 30, 2015 and2014 was 4.04% and 3.96%, respectively.

The Company, through its German subsidiary, Wetzel GmbH ("Wetzel"), has several loans with various European banks. Outstandingborrowings under these loans totaled 1.9 million Euros ($2.1 million) and 2.9 million Euros ($3.6 million) at September 30, 2015 and2014, respectively. The weighted-average interest rate on outstanding borrowings of Wetzel at September 30, 2015 and 2014 was 5.96%and 5.67%, respectively.

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The Company, through its wholly-owned subsidiary, Matthews International S.p.A., has several loans with various Italian banks. Outstanding borrowings on these loans totaled 4.3 million Euros ($4.8 million) and 5.5 million Euros ($6.9 million) at September 30,2015 and 2014, respectively. Matthews International S.p.A. also has three lines of credit totaling 11.3 million Euros ($12.7 million) withthe same Italian banks. Outstanding borrowings on these lines were 4.6 million Euros ($5.2 million) and 4.8 million Euros ($6.1 million)at September 30, 2015 and 2014, respectively. The weighted-average interest rate on outstanding Matthews International S.p.A.borrowings at September 30, 2015 and 2014 was 3.33% and 3.15%, respectively.

In September 2014, a claim seeking to draw upon a letter of credit issued by the Company of $12.9 million was filed with respect to aproject for a customer. In January 2015, the Company made payment on the draw to the financial institution for the letter of credit. Pursuant to an action initiated by the Company, a court order has been issued requiring these funds to ultimately be remitted to the courtpending resolution of the dispute between the parties. While it is possible the resolution of this matter could be unfavorable to theCompany, management has assessed the customer's claim to be without merit and, based on information available as of this filing, expectsthat the ultimate resolution of this matter will not have a material adverse effect on Matthews' financial condition, results of operations orcash flows. As of September 30, 2015, the Company has presented the funded letter of credit within other current assets on theConsolidated Balance Sheet.

The Company has a stock repurchase program. Under the current authorization, the Company's Board of Directors has authorized therepurchase of a total of 2,500,000 shares of Matthews' common stock under the program, of which 661,022 shares remain available forrepurchase as of September 30, 2015. In November 2015, the Company's Board of Directors approved the continuation of its stockrepurchase program and increased the authorization for stock repurchases by an additional 2,500,000 shares. The buy-back program isdesigned to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share. Repurchasedshares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions setforth in the Company's Restated Articles of Incorporation.

At September 30, 2015, approximately $53.9 million of cash and cash equivalents were held by international subsidiaries whoseundistributed earnings are considered permanently reinvested. The Company's intent is to reinvest these funds in our internationaloperations and current plans do not demonstrate a need to repatriate them to fund U.S. operations. If the Company decides at a later date torepatriate these funds to the U.S., it would be required to provide taxes on these amounts based on the applicable U.S. tax rates net ofcredits for foreign taxes already paid.

Consolidated working capital was $375.6 million at September 30, 2015, compared to $312.9 million at September 30, 2014. Cash andcash equivalents were $72.2 million at September 30, 2015, compared to $63.0 million at September 30, 2014. The Company's currentratio was 2.5 and 2.2 at September 30, 2015 and 2014, respectively.

ENVIRONMENTAL MATTERS:

The Company's operations are subject to various federal, state and local laws and regulations relating to the protection of theenvironment. These laws and regulations impose limitations on the discharge of materials into the environment and require the Companyto obtain and operate in compliance with conditions of permits and other government authorizations. As such, the Company hasdeveloped environmental, health, and safety policies and procedures that include the proper handling, storage and disposal of hazardousmaterials.


At September 30, 2015, an accrual of approximately $4.3 million had been recorded for environmental remediation (of which $1.2 millionwas classified in other current liabilities), representing management's best estimate of the probable and reasonably estimable costs of theCompany's known remediation obligations. The accrual does not consider the effects of inflation and anticipated expenditures are notdiscounted to their present value. Changes in the accrued environmental remediation obligation from the prior fiscal year reflectpayments charged against the accrual.

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While final resolution of these contingencies could result in costs different than current accruals, management believes the ultimateoutcome will not have a significant effect on the Company's consolidated results of operations or financial position.

ACQUISITIONS:

Fiscal 2015:

In August 2015, the Company completed the acquisition of Aurora for $211.6 million (net of cash acquired), subject to a working capitaladjustment. The preliminary allocation of the purchase price resulted in goodwill of $73.6 million, which was assigned to theMemorialization segment, $76.3 million of intangible assets, of which $30.5 million is not subject to amortization, $29.0 million ofproperty, plant and equipment, and $32.6 million of other net assets, primarily working capital. Approximately $43.0 million of thegoodwill is expected to be deductible for tax purposes. Aurora provides burial, cremation, and technology products to funeral homeclients and distributors in the United States and Canada. In the year ended December 31, 2014, Aurora reported revenue of approximately$142.0 million. The acquisition is designed to expand the Company's memorialization product offerings and geographic distributionfootprint in the United States.

Fiscal 2014:

On July 29, 2014, the Company acquired Schawk, a leading global brand development, activation and deployment companyheadquartered in Des Plaines, Illinois. Under the terms of the transaction, Schawk shareholders received $11.80 cash and 0.20582 sharesof Matthews' common stock for each Schawk share held. Based on the closing price of Matthews' stock on July 28, 2014, the transactionrepresented an implied price of $20.74 per share and a total enterprise value (which included outstanding debt, net of cash acquired) of$616.7 million. Schawk provides comprehensive brand development and brand deployment services to clients primarily in the consumerpackaged goods, retail and life sciences markets. Schawk creates and sells its clients' brands, produces brand assets and protects brandequities to help drive brand performance. Schawk delivers its services through more than 155 locations in over 20 countries across Northand South America, Europe, Asia and Australia.

Fiscal 2013:

Acquisition spending, net of cash acquired, during the year ended September 30, 2013 totaled $74.0 million. The acquisitions were notindividually significant to the Company's consolidated financial position or results of operations, and primarily included the following:

In March 2013, the Company completed the purchase of the remaining 38.5% interest in Kroma Pre-Press Preparation SystemsIndustry & Trade, Inc. ("Kroma"), completing the option arrangement in connection with the July 2011 acquisition of a 61.5%interest in Kroma.

In December 2012, the Company acquired Pyramid Controls, Inc. and its affiliate, Pyramid Control Systems, a provider ofwarehouse control systems and conveyor control solutions for distribution centers. The acquisition was designed to expandMatthews' fulfillment products and services in the warehouse management market. The initial purchase price for the transactionwas $26.2 million, plus additional consideration of $3.7 million paid in fiscal 2014 based on operating results.

In November 2012, the Company acquired Wetzel, a leading European provider of pre-press services and gravure printing forms,with manufacturing operations in Germany and Poland. Wetzel's products and services are sold primary within Europe, and theacquisition was designed to expand Matthews' products and services in the global graphics imaging market. The purchase price forWetzel was 42.6 million Euros ($54.7 million) on a cash-free, debt-free basis.

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FORWARD-LOOKING INFORMATION:

Matthews has a three-pronged strategy to attain annual growth in earnings per share. This strategy consists of the following: internalgrowth (which includes organic growth, cost structure and productivity improvements, new product development and the expansion intonew markets with existing products), acquisitions and share repurchases under the Company's stock repurchase program (see "Liquidityand Capital Resources").

With respect to fiscal 2016, the Company expects to continue to devote a significant level of effort to the integrations of Schawk andAurora. Due to the size of these acquisitions and the projected synergy benefits from integration, these efforts are anticipated to continuefor an extended period of time. The costs associated with these integrations, and acquisition-related step-up expense, will impact theCompany's operating results for fiscal 2016. Consistent with its practice, the Company plans to identify these costs on a quarterly basis asincurred.

CRITICAL ACCOUNTING POLICIES:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at thedate of the financial statements and the reported amounts of revenues and expenses during the reporting period. Therefore, thedetermination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience,economic conditions, and in some cases, actuarial techniques. Actual results may differ from those estimates. A discussion of marketrisks affecting the Company can be found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of this AnnualReport on Form 10-K.

The Company's significant accounting policies are included in the Notes to Consolidated Financial Statements included in this AnnualReport on Form 10-K. Management believes that the application of these policies on a consistent basis enables the Company to provideuseful and reliable financial information about the Company's operating results and financial condition. The following accountingpolicies involve significant estimates, which were considered critical to the preparation of the Company's consolidated financialstatements for the year ended September 30, 2015.

Trade Receivables and Allowance for Doubtful Accounts:

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus tradereceivables do not bear interest, although a finance charge may be applied to such receivables that are more than 30 days past due. Theallowance for doubtful accounts is based on an evaluation of specific customer accounts for which available facts and circumstancesindicate collectability may be uncertain. In addition, the allowance includes a reserve for all customers based on historical collectionexperience.

Long-Lived Assets, including Property, Plant and Equipment:

Long-lived assets are recorded at their respective cost basis on the date of acquisition. Depreciation on property, plant and equipment iscomputed primarily on the straight-line method over the estimated useful lives of the assets. Intangible assets with finite useful lives areamortized over their estimated useful lives. The Company reviews long-lived assets, including property, plant and equipment, andintangibles with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of such assets may notbe recoverable. Recoverability of assets is determined by evaluating the estimated undiscounted net cash flows of the operations to whichthe assets relate. An impairment loss would be recognized when the carrying amount of the assets exceeds the fair value which is basedon a discounted cash flow analysis.

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Goodwill and Indefinite-Lived Intangibles:

Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested at least annually for impairment, or whencircumstances indicate that a possible impairment may exist. In general, when the carrying value of these assets exceeds the implied fairvalue, an impairment loss must be recognized. A significant decline in cash flows generated from these assets may result in a write-downof the carrying values of the related assets. For purposes of testing goodwill for impairment, the Company uses a combination ofvaluation techniques, including discounted cash flows. A number of assumptions and estimates are involved in the application of thediscounted cash flow model to forecast operating cash flows, including sales volumes and pricing, costs to produce, tax rates, capitalspending, working capital changes, and discount rates. The Company estimates future cash flows using volume and pricing assumptionsbased largely on existing customer relationships and contracts, and operating cost assumptions management believes are reasonable basedon historical performance and projected future performance as reflected in its most recent operating plans and projections. The discountrates used in the discounted cash flow analyses are developed with the assistance of valuation experts and management believes thediscount rates appropriately reflect the risks associated with the Company's operating cash flows. In order to further validate thereasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values ofall reporting units to market capitalization is performed using a reasonable control premium.

The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal2015. The Company determined that the estimated fair value for all goodwill reporting units exceeded carrying value, therefore noadjustments to the carrying value of goodwill were necessary at March 31, 2015. In connection with the integration of Schawk, theCompany discontinued the use of certain legacy trade names and recognized write-offs of approximately $4.8 million in the SGK BrandSolutions segment during the second quarter of fiscal 2015. There were no other impairments identified during the Company's annualassessment of indefinite-lived intangible assets.

Share-Based Payment:

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over theemployee requisite service period. A binomial lattice model is utilized to determine the fair value of awards.

Pension and Postretirement Benefits:

Pension assets and liabilities are determined on an actuarial basis and are affected by the market value of plan assets, estimates of theexpected return on plan assets and the discount rate used to determine the present value of benefit obligations. Actual changes in the fairmarket value of plan assets and differences between the actual return on plan assets, the expected return on plan assets and changes in theselected discount rate will affect the amount of pension cost.

The Company's principal pension plan maintains a substantial portion of its assets in equity securities in accordance with the investmentpolicy established by the Company's pension board. Based on an analysis of the historical performance of the plan's assets andinformation provided by its independent investment advisor, the Company set the long-term rate of return assumption for these assets at7.75% at September 30, 2014 for purposes of determining fiscal 2015 pension cost. The Company's discount rate assumption used indetermining the present value of the projected benefit obligation is based upon published indices as of September 30, 2015 and September30, 2014 for the fiscal year end valuation. The discount rate was 4.25%, 4.25% and 5.00% in fiscal 2015, 2014 and 2013, respectively.

Environmental:

Environmental liabilities are recorded when the Company's obligation is probable and reasonably estimable. Accruals for losses fromenvironmental remediation obligations do not consider the effects of inflation and anticipated expenditures are not discounted to theirpresent value.

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Income Taxes:

Deferred tax assets and liabilities are provided for the differences between the financial statement and tax bases of assets and liabilitiesusing enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are recorded toreduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income taxes for U.S. taxpurposes have not been provided on certain undistributed earnings of foreign subsidiaries, as such earnings are considered to bereinvested indefinitely. To the extent earnings are expected to be returned in the foreseeable future, the associated deferred tax liabilitiesare provided. The Company has not determined the deferred tax liability associated with these undistributed earnings, as suchdetermination is not practicable.

Revenue Recognition:

Revenues are generally recognized when title, ownership, and risk of loss pass to the customer, which is typically at the time of productshipment and is based on the applicable shipping terms. The shipping terms vary across all businesses and depend on the product andcustomer.

For pre-need sales of memorials and vases, revenue is recognized when the memorial has been manufactured to the customer'sspecifications (e.g., name and birth date), title has been transferred to the customer and the memorial and vase are placed in storage forfuture delivery. A liability has been recorded for the estimated costs of finishing pre-need bronze memorials and vases that have beenmanufactured and placed in storage prior to July 1, 2003 for future delivery. Beginning July 1, 2003, revenue is deferred by the Companyon the portion of pre-need sales attributable to the final finishing and storage of the pre-need merchandise. Deferred revenue for finalfinishing is recognized at the time the pre-need merchandise is finished and shipped to the customer. Deferred revenue related to storageis recognized on a straight-line basis over the estimated average time that pre-need merchandise is held in storage. At September 30,2015, the Company held 312,273 memorials and 218,627 vases in its storage facilities under the pre-need sales program.

Revenues from mausoleum construction and significant engineering projects, including certain cremation units and marking and industrialautomation projects, are recognized under the percentage-of-completion method of accounting using the cost-to-cost basis for measuringprogress toward completion. As work is performed under contracts, estimates of the costs to complete are regularly reviewed andupdated. As changes in estimates of total costs at completion on projects are identified, appropriate earnings adjustments are recordedusing the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts are recorded during the period in whichsuch losses become evident.

Revenues from brand development and deployment services are recognized using the completed performance method, which is typicallywhen the customer receives the final deliverable. For arrangements with customer acceptance provisions, revenue is recognized when thecustomer approves the final deliverable.

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LONG-TERM CONTRACTUAL OBLIGATIONS AND COMMITMENTS:

The following table summarizes the Company's contractual obligations at September 30, 2015, and the effect such obligations areexpected to have on its liquidity and cash flows in future periods.

Payments due in fiscal year: After Total 2016 2017 to 2018 2019 to 2020 2020 Contractual Cash Obligations: (Dollar amounts in thousands) Revolving credit facility $ 884,254 $ - $ 884,254 $ - $ - Notes payable to banks 8,507 5,565 2,942 - - Short-term borrowings 5,199 5,199 - - - Capital lease obligations 6,410 1,158 1,063 4,189 - Non-cancelable operating leases 44,039 17,149 17,948 7,207 1,735 Total contractual cash obligations $ 948,409 $ 29,071 $ 906,207 $ 11,396 $ 1,735

A significant portion of the loans included in the table above bear interest at variable rates. At September 30, 2015, the weighted-averageinterest rate was 2.41% on the Company's domestic Revolving Credit Facility, 1.50% on the credit facility through the Company'sEuropean subsidiaries, 4.04% on bank loans to its wholly-owned subsidiary, Saueressig, 5.96% on bank loans to its wholly-ownedsubsidiary, Wetzel, and 3.33% on bank loans to the Company's wholly-owned subsidiary, Matthews International S.p.A.

Benefit payments under the Company's principal retirement plan are made from plan assets, while benefit payments under thesupplemental retirement plan and postretirement benefit plan are funded from the Company's operating cash. Under I.R.S. regulations, theCompany was not required to make a contribution to its principal retirement plan in fiscal 2015.

The Company is not required to make any significant cash contributions to its principal retirement plan in fiscal 2016. The Companyestimates that benefit payments to participants under its retirement plans (including its supplemental retirement plan) and postretirementbenefit payments will be approximately $9.1 million and $1.0 million, respectively, in fiscal 2016. The amounts are expected to increaseincrementally each year thereafter, to $11.2 million and $1.2 million, respectively, in 2020. The Company believes that its currentliquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for theforeseeable future.

Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments totax authorities. If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitationsexpires, then additional payments will not be necessary. As of September 30, 2015, the Company had unrecognized tax benefits,excluding penalties and interest, of approximately $4.1 million. The timing of potential future payments related to the unrecognized taxbenefits is not presently determinable.

INFLATION:

Except for the volatility in the cost of bronze ingot, steel, wood and fuel (see "Results of Operations"), inflation has not had a materialimpact on the Company over the past three years nor is it anticipated to have a material impact for the foreseeable future.

32


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In September 2015, the Financial Accounting Standards Board ("FASB") issued new guidance intended to simplify the accounting formeasurement period adjustments in a business combination. Measurement period adjustments are changes to provisional amountsrecorded when the accounting for a business combination is incomplete as of the end of a reporting period. The measurement period canextend for up to a year following the transaction date. During the measurement period, companies may make adjustments to provisionalamounts when information necessary to complete the measurement is received. The new guidance requires companies to recognize theseadjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. Companies areno longer required to retroactively apply measurement period adjustments to all periods presented. Matthews early-adopted this ASU inthe fourth quarter of fiscal 2015. The adoption of this ASU did not have a material impact on our financial statements and relateddisclosures.

In July 2015, the FASB issued new guidance to simplify the measurement of inventory valuation at the lower of cost or net realizablevalue. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs ofcompletion, disposal and transportation. The new inventory measurement requirements are effective for the Company's 2017 fiscal year,and will replace the current inventory valuation guidance that requires the use of a lower of cost or market framework. The adoption ofthese changes is not expected to have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued new guidance intended to simplify the presentation of debt issuance costs. The new guidance requires thatdebt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amountof debt, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this newguidance. The new requirements will be effective for the Company beginning in fiscal year 2017, and are not expected to have a materialimpact on the Company's consolidated financial statements.

In June 2014, the FASB issued new guidance on the accounting for share-based payments when the terms of an award provide that aperformance target could be achieved after the requisite service period. This guidance is effective for Matthews beginning January 1,2016 and will not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers: Topic 606".This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model forrecognizing revenue, the application of which will require significant judgment. The FASB issued ASU 2015-14 in August 2015 whichresulted in a deferral of the original effective date of ASU 2014-09. This standard is now effective for Matthews beginning October 1,2018. The Company is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial statements.

In January 2014, the FASB issued new guidance on accounting for certain receive-variable, pay-fixed interest rate swaps. This guidanceprovides companies with a practical expedient to qualify for cash flow hedge accounting. The guidance was effective for Matthewsbeginning in fiscal 2015, and did not have a material impact on the Company's consolidated financial statements.

33

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The following discussion about the Company's market risk involves forward-looking statements. Actual results could differ materiallyfrom those projected in the forward-looking statements. The Company has market risk related to changes in interest rates, commodityprices and foreign currency exchange rates. The Company does not generally use derivative financial instruments in connection withthese market risks, except as noted below.

Interest Rates - The Company's most significant long-term debt instrument is the domestic Revolving Credit Facility, which bearsinterest at variable rates based on LIBOR.


Effective Date Amount Fixed Interest RateInterest Rate Spread at

September 30, 2015

Maturity DateOctober 2011 $25 million 1.67% 1.75% October 2015June 2012 40 million 1.88% 1.75% June 2022August 2012 35 million 1.74% 1.75% June 2022September 2012 25 million 3.03% 1.75% December 2015September 2012 25 million 1.24% 1.75% March 2017November 2012 25 million 1.33% 1.75% November 2015May 2014 25 million 1.35% 1.75% May 2018November 2014 25 million 1.26% 1.75% June 2018March 2015 25 million 1.49% 1.75% March 2019September 2015 25 million 1.39% 1.75% September 2020December 2015 25 million 1.59% 1.75% December 2020

The interest rate swaps have been designated as cash flow hedges of the future variable interest payments under the Revolving CreditFacility which are considered probable of occurring. Based on the Company's assessment, all the critical terms of each of the hedgesmatched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were consideredhighly effective.

The fair value of the interest rate swaps reflected an unrealized loss, net of unrealized gains, of $3.7 million ($2.2 million after-tax) atSeptember 30, 2015 that is included in equity as part of accumulated other comprehensive income. A decrease of 10% in market interestrates (e.g. a decrease from 5.0% to 4.5%) would result in an increase of approximately $421,000 in the fair value liability of the interestrate swaps.

Commodity Price Risks - In the normal course of business, the Company is exposed to commodity price fluctuations related to thepurchases of certain materials and supplies (such as bronze ingot, steel, fuel and wood) used in its manufacturing operations. TheCompany obtains competitive prices for materials and supplies when available. In addition, based on competitive market conditions andto the extent that the Company has established pricing terms with customers through contracts or similar arrangements, the Company'sability to immediately increase the price of its products to offset the increased costs may be limited.

34

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, (continued)

Foreign Currency Exchange Rates - The Company is subject to changes in various foreign currency exchange rates, primarily includingthe Euro, British Pound, Canadian Dollar, Australian Dollar, Swedish Krona, Chinese Yuan, Hong Kong Dollar, Polish Zloty, TurkishLira, Indian Rupee and Malaysian Ringgit in the conversion from local currencies to the U.S. dollar of the reported financial position andoperating results of its non-U.S. based subsidiaries. An adverse change (strengthening dollar) of 10% in exchange rates would haveresulted in a decrease in reported sales of $53.5 million and a decrease in reported operating income of $5.6 million for the year endedSeptember 30, 2015.

Actuarial Assumptions - The most significant actuarial assumptions affecting pension expense and pension obligations include thevaluation of retirement plan assets, the discount rate and the estimated return on plan assets. The estimated return on plan assets iscurrently based upon projections provided by the Company's independent investment advisor, considering the investment policy of theplan and the plan's asset allocation. The fair value of plan assets and discount rate are "point-in-time" measures, and the recent volatilityof the debt and equity markets makes estimating future changes in fair value of plan assets and discount rates more challenging. In fiscal2015, the Company elected to value its principal retirement and other postretirement benefit plan liabilities using a modified assumptionof future mortality that reflects a significant improvement in life expectancy over the previous mortality assumptions. Refer to Note 11,"Pension and Other Postretirement Plans" in Item 8 – "Financial Statements and Supplementary Data" for additional information.

The following table summarizes the impact on the September 30, 2015 actuarial valuations of changes in the primary assumptionsaffecting the Company's retirement plans and supplemental retirement plan.

Impact of Changes in Actuarial Assumptions

Change in Discount Rate Change in Expected Return Change in Market Value of

Assets +1% -1% +1% -1% +5% -5% (Dollar amounts in thousands) Increase (decrease) in net benefit cost $(3,709) $4,596 $(1,161) $1,161 $(1,165) $1,165 Increase (decrease) in projectedbenefit obligation (31,200) 39,332 - - - - Increase (decrease) in funded status 31,200 (39,332) - - 7,111 (7,111)

35

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Description Pages Management's Report to Shareholders 37 Report of Independent Registered Public Accounting Firm 38 Financial Statements: Consolidated Balance Sheets as of September 30, 2015 and 2014 39-40 Consolidated Statements of Income for the years ended September 30, 2015, 2014 and 2013 41 Consolidated Statements of Comprehensive Income for the years ended September 30, 2015, 2014 and 2013 42 Consolidated Statements of Shareholders' Equity for the years ended September 30, 2015, 2014 and 2013 43 Consolidated Statements of Cash Flows for the years ended September 30, 2015, 2014 and 2013 44 Notes to Consolidated Financial Statements 45-71 Supplementary Financial Information (unaudited) 72 Financial Statement Schedule – Schedule II-Valuation and Qualifying Accounts for the years ended September 30, 2015, 2014 and 2013 73

36

MANAGEMENT'S REPORT TO SHAREHOLDERS

To the Shareholders and Board of Directors ofMatthews International Corporation:

Management's Report on Financial Statements The accompanying consolidated financial statements of Matthews International Corporation and its subsidiaries (collectively, the"Company") were prepared by management, which is responsible for their integrity and objectivity. The statements were prepared inaccordance with generally accepted accounting principles and include amounts that are based on management's best judgments andestimates. The other financial information included in this Annual Report on Form 10-K is consistent with that in the financial statements.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as suchterm is defined in Exchange Act Rule 13a-15f. In order to evaluate the effectiveness of internal control over financial reportingmanagement has conducted an assessment using the criteria in Internal Control – Integrated Framework (2013), issued by the Committeeof Sponsoring Organizations of the Treadway Commission ("COSO"). Internal controls over financial reporting is a process under thesupervision of, our Chief Executive Officer and Chief Financial Officer, and effected by the Company's board of directors, managementand other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles and includes those policies and proceduresthat (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of theassets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are beingmade only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have amaterial effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent ordetect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Aurora Products Group, LLC and its subsidiaries (collectively, "Aurora") have been excluded from management's assessment of internalcontrol over financial reporting as of September 30, 2015, because it was acquired by the Company in a purchase business combination inAugust 2015. Aurora is a 100% owned subsidiary whose total assets and total sales represent approximately 4% and 1%, respectively, ofthe related consolidated financial statement amounts of the Company as of and for the year ended September 30, 2015.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated theeffectiveness of the Company's internal control over financial reporting based on criteria in Internal Control – Integrated Framework(2013) issued by the COSO, and has concluded that the Company maintained effective internal control over financial reporting as ofSeptember 30, 2015. The effectiveness of the Company's internal control over financial reporting as of September 30, 2015 has beenaudited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as restated in their report which is includedherein. Management's Certifications The certifications of the Company's Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act have beenincluded as Exhibits 31 and 32 in this Annual Report on Form 10-K.

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors ofMatthews International Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financialposition of Matthews International Corporation and its subsidiaries at September 30, 2015 and 2014, and the results of their operations andtheir cash flows for each of the three years in the period ended September 30, 2015 in conformity with accounting principles generallyaccepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financialstatements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as ofSeptember 30, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financialstatements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment ofthe effectiveness of internal control over financial reporting included in Management's Report on Internal Control over FinancialReporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statementschedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits inaccordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement andwhether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statementsincluded examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessedrisk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that ouraudits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenanceof records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizationsof management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Aurora Products GroupLLC ("Aurora") from its assessment of internal control over financial reporting as of September 30, 2015 because it was acquired by theCompany in a purchase business combination in August 2015. We have also excluded Aurora from our audit of internal control overfinancial reporting. Aurora is a 100% owned subsidiary whose total assets and total sales represent approximately 4% and 1%,respectively, of the related consolidated financial statement amounts of the Company as of and for the year ended September 30, 2015.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, PennsylvaniaNovember 24, 2015

38

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

September 30, 2015 and 2014(Dollar amounts in thousands, except per share data)

ASSETS 2015 2014 Current assets:

Cash and cash equivalents $ 72,196 $ 63,003 Accounts receivable, net of allowance for doubtful

accounts of $10,015 and $10,937, respectively 283,963 282,730 Inventories 171,423 152,842 Deferred income taxes 19,753 18,197 Other current assets 77,319 49,456

Total current assets 624,654 566,228

Investments 25,517 23,130 Property, plant and equipment, net 227,408 209,315 Deferred income taxes 938 4,019 Other assets 13,773 20,027 Goodwill 855,728 819,467 Other intangible assets, net 415,000 381,862

Total assets $ 2,163,018 $ 2,024,048

The accompanying notes are an integral part of these consolidated financial statements.

39

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS, continued

September 30, 2015 and 2014(Dollar amounts in thousands, except per share data)

LIABILITIES AND SHAREHOLDERS' EQUITY 2015 2014 Current liabilities:

Long-term debt, current maturities $ 11,737 $ 15,228 Trade accounts payable 68,896 72,040 Accrued compensation 63,931 60,690 Accrued income taxes 11,448 7,079 Deferred income taxes 340 235 Other current liabilities 92,731 98,011

Total current liabilities 249,083 253,283 Long-term debt 891,217 714,027 Accrued pension 95,753 78,550 Postretirement benefits 19,415 20,351 Deferred income taxes 144,365 129,335 Other liabilities 29,139 53,296

Total liabilities 1,428,972 1,248,842 Shareholders' equity-Matthews: Class A common stock, $1.00 par value; authorized

70,000,000 shares; 36,333,992 shares issued 36,334 36,334 Preferred stock, $100 par value, authorized 10,000 shares, none issued - - Additional paid-in capital 115,890 113,225 Retained earnings 843,955 798,353 Accumulated other comprehensive loss (150,326) (66,817)Treasury stock, 3,458,925 and 3,454,127 shares, respectively, at cost (115,033) (109,950)

Total shareholders' equity-Matthews 730,820 771,145 Noncontrolling interests 3,226 4,061

Total shareholders' equity 734,046 775,206

Total liabilities and shareholders' equity $ 2,163,018 $ 2,024,048


40

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME

for the years ended September 30, 2015, 2014 and 2013(Dollar amounts in thousands, except per share data)

2015 2014 2013 Sales $ 1,426,068 $ 1,106,597 $ 985,357 Cost of sales (896,693) (714,101) (628,839) Gross profit 529,375 392,496 356,518 Selling expense (143,299) (119,274) (107,140)Administrative expense (281,053) (191,700) (154,763) Operating profit 105,023 81,522 94,615 Investment income 175 2,063 2,284 Interest expense (20,610) (12,628) (12,925)Other income (deductions), net 5,064 (4,881) (3,795) Income before income taxes 89,652 66,076 80,179 Income taxes (26,364) (22,805) (26,174) Net income 63,288 43,271 54,005 Net (income) loss attributable to noncontrolling interests 161 (646) 116 Net income attributable to Matthews shareholders $ 63,449 $ 42,625 $ 54,121 Earnings per share attributable to Matthews shareholders: Basic $1.93 $1.51 $1.96

Diluted $1.91 $1.49 $1.95


41

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


Year Ended September 30, 2015

Matthews

Noncontrolling

Interest Total

Net income (loss) $ 63,449 $ (161) $ 63,288 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment (77,237) (150) (77,387) Pension plans and other postretirement benefits (3,823) - (3,823)Unrecognized gain (loss) on derivatives: Net change from periodic revaluation (4,841) - (4,841) Net amount reclassified to earnings 2,392 - 2,392 Net change in unrecognized gain (loss) on Derivatives (2,449) - (2,449)Other comprehensive income (loss), net of tax (83,509) (150 (83,659)Comprehensive income (loss) $ (20,060) $ (311) $ (20,371) Year Ended September 30, 2014

Matthews

Noncontrolling

Interest Total

Net income (loss) $ 42,625 $ 646 $ 43,271 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment (31,081) 115 (30,966) Pension plans and other postretirement benefits (9,551) - (9,551)Unrecognized gain (loss) on derivatives: Net change from periodic revaluation (1,879) - (1,879) Net amount reclassified to earnings 2,634 - 2,634 Net change in unrecognized gain (loss) on derivatives

755 - 755 Other comprehensive income (loss), net of tax (39,877) 115 (39,762)Comprehensive income (loss) $ 2,748 $ 761 $ 3,509 Year Ended September 30, 2013

Matthews

Noncontrolling

Interest Total

Net income (loss) $ 54,121 $ (116) $ 54,005 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 3,779 82 3,861 Pension plans and other postretirement benefits 29,347 - 29,347 Unrecognized gain (loss) on derivatives: Net change from periodic revaluation 2,474 - 2,474 Net amount reclassified to earnings 2,543 - 2,543 Net change in unrecognized gain (loss) on derivatives 5,017 - 5,017 Other comprehensive income (loss), net of tax 38,143 82 38,225 Comprehensive income (loss) $ 92,264 $ (34) $ 92,230 The accompanying notes are an integral part of these consolidated financial statements.

42

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


Accumulated Other Additional Comprehensive Non- Common Paid-in Retained Income (Loss) Treasury controlling Stock Capital Earnings (net of tax) Stock interests Total Balance, September 30,2012 $ 36,334 $ 47,893 $ 721,305 $ (65,083) $(268,499) $ 2,613 $ 474,563 Net income - - 54,121 - - (116) 54,005 Minimum pensionliability - - - 29,347 - - 29,347 Translation adjustment - - - 3,779 - 82 3,861 Fair value of derivatives - - - 5,017 - - 5,017 Total comprehensiveincome 92,230

Stock-basedcompensation - 5,562 - - - - 5,562 Purchase of 619,981shares

of treasury stock - - - - (21,622) - (21,622)Issuance of 295,079shares of treasury stock - (8,125) - - 9,100 - 975

Cancellations of 47,084shares of treasury stock - 1,985 - - (1,985) - - Dividends, $.41 pershare - - (11,282) - - - (11,282)Distribution tononcontrolling interests - - - - - (767) (767)Arrangement-noncontrolling interest - - 4,980 - - 1,653 6,633 Balance, September 30,2013 36,334 47,315 769,124 (26,940) (283,006) 3,465 546,292 Net income - - 42,625 - - 646 43,271 Minimum pensionliability - - - (9,551) - - (9,551)Translation adjustment - - - (31,081) - 115 (30,966)Fair value of derivatives - - - 755 - - 755 Total comprehensiveincome 3,509

Stock-basedcompensation - 6,812 - - - - 6,812 Purchase of 228,789shares of treasury stock - - - - (9,905) - (9,905)

Issuance of 5,936,169shares of treasury stock - 55,942 - - 186,117 - 242,059

Cancellations of 77,597shares of treasury stock

- 3,156 - - (3,156) - - Dividends, $.46 pershare - - (13,396) - - - (13,396)Distribution tononcontrolling interests - - - - - (165) (165)Balance, September 30,2014 36,334 113,225 798,353 (66,817) (109,950) 4,061 775,206 Net income - - 63,449 - - (161) 63,288 Minimum pensionliability - - - (3,823) - - (3,823)Translation adjustment - - - (77,237) - (150) (77,387)Fair value of derivatives - - - (2,449) - - (2,449)Total comprehensiveincome (20,371)

Stock-based

compensation - 9,097 - - - - 9,097 Purchase of 304,859shares of treasury stock - - - - (14,567) - (14,567)

Issuance of 334,850shares of treasury stock - (7,336) - - 10,768 - 3,432

Cancellations of 34,789shares of treasury stock 1,284 - - (1,284) - - Dividends, $.54 pershare - - (17,847) - - - (17,847)Distribution tononcontrolling interests - - - - - (95) (95)Acquisition ofnoncontrolling interests - (380) - - - (429) (809)Balance, September 30,2015 $ 36,334 $ 115,890 $ 843,955 $ (150,326) $(115,033) $ 3,226 $ 734,046


43

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSfor the years ended September 30, 2015, 2014 and 2013

(Dollar amounts in thousands, except per share data)

2015 2014 2013 Cash flows from operating activities: Net income $ 63,288 $ 43,271 $ 54,005 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 62,620 42,864 37,865 Stock-based compensation expense 9,097 6,812 5,562 Change in deferred taxes 9,188 5,222 3,322 Gain on sale of assets (276) (228) (347)Unrealized loss (gain) on investments 377 (1,064) (1,666)Trade name write-offs 4,842 - - Changes in working capital items (2,751) (6,165) (3,003)Decrease in other assets 4,064 944 1,628 (Decrease) increase in other liabilities (8,041) (3,568) 2,789 Increase in pension and postretirement benefit obligations 8,652 3,755 11,839 Other, net (9,996) (1,164) (3,925)

Net cash provided by operating activities 141,064 90,679 108,069 Cash flows from investing activities:

Capital expenditures (48,251) (29,237) (24,924)Acquisitions, net of cash acquired (213,470) (382,104) (73,959)Proceeds from sale of assets 1,062 262 252 Proceeds from sale of subsidiary 10,418 - - Restricted cash (12,925) - -

Net cash used in investing activities (263,166) (411,079) (98,631)Cash flows from financing activities:

Proceeds from long-term debt 279,377 415,709 116,482

Payments on long-term debt (100,218) (58,431) (83,293)Payment on contingent consideration (484) (3,703) (11,315)Purchases of treasury stock (14,567) (9,905) (21,622)Proceeds from the sale of treasury stock 4,015 7,951 974 Dividends (17,847) (13,396) (11,282)Transactions with noncontrolling interests (904) (165) (767)Settlement of multi-employer pension plan obligation (18,157) - -

Net cash provided by (used in) financing activities 131,215 338,060 (10,823)Effect of exchange rate changes on cash 80 (2,735) 828 Net change in cash and cash equivalents 9,193 14,925 (557)Cash and cash equivalents at beginning of year 63,003 48,078 48,635 Cash and cash equivalents at end of year $ 72,196 $ 63,003 $ 48,078 Cash paid during the year for:

Interest $ 19,663 $ 12,570 $ 13,059 Income taxes 11,663 16,177 29,428

Non-cash investing and financing activities:

Acquisition of equipment under capital lease - $ 949 $ 1,276


44

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data)

1. NATURE OF OPERATIONS:

Matthews International Corporation ("Matthews" or the "Company"), founded in 1850 and incorporated in Pennsylvania in 1902, is aprovider principally of brand solutions, memorialization products and industrial products. Brand solutions include brand development,deployment and delivery (consisting of brand management, printing plates and cylinders, pre-media services and imaging services forconsumer packaged goods and retail customers, merchandising display systems, and marketing and design services). Memorializationproducts consist primarily of bronze and granite memorials and other memorialization products, caskets and cremation equipment for thecemetery and funeral home industries. Industrial products include marking and coding equipment and consumables, industrial automationproducts and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products.

The Company has production and marketing facilities in the United States, Central and South America, Canada, Europe, Australia andAsia.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation:

The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownershipinterest and has operating control. All intercompany accounts and transactions have been eliminated.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities atthe date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results coulddiffer from those estimates.

Foreign Currency:

The functional currency of the Company's foreign subsidiaries is the local currency. Balance sheet accounts for foreign subsidiaries aretranslated into U.S. dollars at exchange rates in effect at the consolidated balance sheet date. Gains or losses that result from this processare recorded in accumulated other comprehensive income (loss). The revenue and expense accounts of foreign subsidiaries are translatedinto U.S. dollars at the average exchange rates that prevailed during the period. Realized gains and losses from foreign currencytransactions are presented in the Statement of income in a consistent manner with the underlying transaction.

Cash and Cash Equivalents:

The Company considers all investments purchased with a remaining maturity of three months or less to be cash equivalents. The carryingamount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments.

Trade Receivables and Allowance for Doubtful Accounts:

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus tradereceivables do not bear interest, although a finance charge may be applied to such receivables that are more than 30 days past due. Theallowance for doubtful accounts is based on an evaluation of specific customer accounts for which available facts and circumstancesindicate collectability may be uncertain. In addition, the allowance includes a reserve for all customers based on historical collectionexperience.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollar amounts in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories:

Inventories are stated at the lower of cost or market with cost generally determined under the average cost method.

Property, Plant and Equipment:

Property, plant and equipment are carried at cost. Depreciation is computed primarily on the straight-line method over the estimateduseful lives of the assets, which generally range from 10 to 45 years for buildings and 3 to 12 years for machinery and equipment. Gainsor losses from the disposition of assets are reflected in operating profit. The cost of maintenance and repairs is charged against income asincurred. Renewals and betterments of a nature considered to extend the useful lives of the assets are capitalized. Property, plant andequipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assetsmay not be recoverable. Recoverability of assets is determined by evaluating the estimated undiscounted net cash flows of the operationsto which the assets relate. An impairment loss would be recognized when the carrying amount of the assets exceeds the fair value whichis based on a discounted cash flow analysis.

Goodwill and Other Intangible Assets:

Intangible assets with finite useful lives are amortized over their estimated useful lives, ranging from 2 to 20 years, and are reviewed whenappropriate for possible impairment, similar to property, plant and equipment. Goodwill and intangible assets with indefinite lives are notamortized, but are tested at least annually for impairment, or when circumstances indicate that a possible impairment may exist. Ingeneral, when the carrying value of these assets exceeds the implied fair value, an impairment loss must be recognized. A significantdecline in cash flows generated from these assets may result in a write-down of the carrying values of the related assets. For purposes oftesting goodwill for impairment, the Company uses a combination of valuation techniques, including discounted cash flows. For purposesof testing indefinite-lived intangible assets, the Company uses a relief from royalty method.

Environmental:

Costs that mitigate or prevent future environmental issues or extend the life or improve equipment utilized in current operations arecapitalized and depreciated on a straight-line basis over the estimated useful lives of the related assets. Costs that relate to currentoperations or an existing condition caused by past operations are expensed. Environmental liabilities are recorded when the Company'sobligation is probable and reasonably estimable. Accruals for losses from environmental remediation obligations do not consider theeffects of inflation, and anticipated expenditures are not discounted to their present value.

Treasury Stock:

Treasury stock is carried at cost. The cost of treasury shares sold is determined under the average cost method.

Income Taxes:

Deferred tax assets and liabilities are provided for the differences between the financial statement and tax bases of assets and liabilitiesusing enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are recorded toreduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income taxes for U.S. taxpurposes have not been provided on certain undistributed earnings of foreign subsidiaries, as such earnings are considered to bereinvested indefinitely. To the extent earnings are expected to be returned in the foreseeable future, the associated deferred tax liabilitiesare provided. The Company has not determined the deferred tax liability associated with these undistributed earnings, as suchdetermination is not practicable.

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Revenue Recognition:

Revenues are generally recognized when title, ownership, and risk of loss pass to the customer, which is typically at the time of productshipment and is based on the applicable shipping terms. The shipping terms vary across all businesses and depend on the product andcustomer.

For pre-need sales of memorials and vases, revenue is recognized when the memorial has been manufactured to the customer'sspecifications (e.g., name and birth date), title has been transferred to the customer and the memorial and vase are placed in storage forfuture delivery. A liability has been recorded for the estimated costs of finishing pre-need bronze memorials and vases that have beenmanufactured and placed in storage prior to July 1, 2003 for future delivery. Beginning July 1, 2003, revenue is deferred by the Companyon the portion of pre-need sales attributable to the final finishing and storage of the pre-need merchandise. Deferred revenue for finalfinishing is recognized at the time the pre-need merchandise is finished and shipped to the customer. Deferred revenue related to storageis recognized on a straight-line basis over the estimated average time that pre-need merchandise is held in storage. At September 30,2015, the Company held 312,273 memorials and 218,627 vases in its storage facilities under the pre-need sales program.

Revenues from mausoleum construction and significant engineering projects, including certain cremation units and marking and industrialautomation projects, are recognized under the percentage-of-completion method of accounting using the cost-to-cost basis for measuringprogress toward completion. As work is performed under contracts, estimates of the costs to complete are regularly reviewed andupdated. As changes in estimates of total costs at completion on projects are identified, appropriate earnings adjustments are recordedusing the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts are recorded during the period in whichsuch losses become evident.

Revenues from brand development and deployment services are recognized using the completed performance method, which is typicallywhen the customer receives the final deliverable. For arrangements with customer acceptance provisions, revenue is recognized when thecustomer approves the final deliverable.

Share-Based Payment:

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over theemployee requisite service period. A binomial lattice model is utilized to determine the fair value of awards that have vesting conditionsbased on market targets.

Derivatives and Hedging:

Derivatives are held as part of a formal documented hedging program. All derivatives are straight forward and held for purposes otherthan trading. Matthews measures effectiveness by formally assessing, at least quarterly, the historical and probable future highcorrelation of changes in the fair value or future cash flows of the hedged item. If the hedging relationship ceases to be highly effectiveor it becomes probable that an expected transaction will no longer occur, gains and losses on the derivative will be recorded in otherincome (deductions) at that time.

Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss), net of tax, andare reclassified to earnings in a manner consistent with the underlying hedged item. The cash flows from derivative activities arerecognized in the statement of cash flows in a manner consistent with the underlying hedged item.

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Research and Development Expenses:

Research and development costs are expensed as incurred and were approximately $13,033, $7,814 and $11,449 for the years endedSeptember 30, 2015, 2014 and 2013, respectively.

Earnings Per Share:

Basic earnings per share is computed by dividing net income by the average number of common shares outstanding. Diluted earnings pershare is computed using the treasury stock method, which assumes the issuance of common stock for all dilutive securities.

3. FAIR VALUE MEASUREMENTS:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date. A three level fair value hierarchy is used to prioritize the inputs used in valuations, asdefined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in activemarkets.Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly or indirectly.Level 3: Unobservable inputs for the asset or liability.

As of September 30, 2015 and 2014, the fair values of the Company's assets and liabilities measured on a recurring basis were categorizedas follows:

September 30, 2015 Level 1 Level 2 Level 3 Total Assets: Derivatives (1) $ -- $ -- $ -- $ -- Trading securities 18,444 -- -- 18,444 Total assets at fair value $ 18,444 $ -- $ -- $ 18,444 Liabilities: Derivatives (1) $ -- $ 3,686 $ -- $ 3,686 Total liabilities at fair value $ -- $ 3,686 $ -- $ 3,686

(1) Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.

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3. FAIR VALUE MEASUREMENTS (continued)

September 30, 2014 Level 1 Level 2 Level 3 Total Assets: Derivatives (1) $ - $ 2,457 $ - $ 2,457 Trading securities 19,038 - - 19,038 Total assets at fair value $ 19,038 $ 2,457 $ - $ 21,495 Liabilities: Derivatives (1) $ - $ 2,127 $ - $ 2,127 Total liabilities at fair value $ - $ 2,127 $ - $ 2,127

(1) Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.

4. INVENTORIES:

Inventories at September 30, 2015 and 2014 consisted of the following:

2015 2014 Raw materials $ 48,636 $ 46,152 Work in process 32,567 38,631 Finished goods 90,220 68,059 $ 171,423 $ 152,842

5. INVESTMENTS:

Investment securities are recorded at fair value and are classified as trading securities. Investments classified as trading securitiesconsisted of equity and fixed income mutual funds. The market value of these investments exceeded cost by $175 and $343 at September30, 2015 and 2014, respectively. Realized and unrealized gains and losses are recorded in investment income. Realized gains (losses) forfiscal 2015, 2014 and 2013 were not material. Equity investments primarily included ownership interests in various entities of less than20%, which are recorded under the cost method of accounting.

At September 30, 2015 and 2014, non-current investments were as follows:

2015 2014 Trading securities $ 18,444 $ 19,038 Equity investments 7,073 4,092 $ 25,517 $ 23,130

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6. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment and the related accumulated depreciation at September 30, 2015 and 2014 were as follows:

2015 2014 Buildings $ 101,291 $ 91,540 Machinery and equipment 350,890 340,942 452,181 432,482 Less accumulated depreciation (274,187) (250,073) 177,994 182,409 Land 19,847 16,453 Construction in progress 29,567 10,453 $ 227,408 $ 209,315

Depreciation expense was $43,820, $35,546 and $31,303 for each of the three years ended September 30, 2015, 2014 and 2013,respectively.

7. LONG-TERM DEBT:

Long-term debt at September 30, 2015 and 2014 consisted of the following:

2015 2014 Revolving credit facilities $ 884,254 $ 702,055 Notes payable to banks 8,506 13,315 Short-term borrowings 5,199 6,410 Capital lease obligations 4,995 7,475 902,954 729,255 Less current maturities (11,737) (15,228) $ 891,217 $ 714,027

The Company has a domestic Revolving Credit Facility with a syndicate of financial institutions. In connection with the acquisition ofSchawk, Inc. ("Schawk") in July 2014, the Company entered into amendments to the Revolving Credit Facility to amend certain terms ofthe Revolving Credit Facility and increase the maximum amount of borrowings available under the facility from $500,000 to $900,000. Borrowings under the amended facility bear interest at LIBOR plus a factor ranging from .75% to 2.00% (1.75% at September 30, 2015)based on the Company's leverage ratio. The leverage ratio is defined as net indebtedness divided by EBITDA (earnings before interest,taxes, depreciation and amortization). The Company is required to pay an annual commitment fee ranging from .15% to .25% (based onthe Company's leverage ratio) of the unused portion of the facility.

The Revolving Credit Facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility(not to exceed $30,000) is available for the issuance of trade and standby letters of credit. Outstanding borrowings on the RevolvingCredit Facility at September 30, 2015 and 2014 were $857,425 and $680,000, respectively. The weighted-average interest rate onoutstanding borrowings at September 30, 2015 and 2014 was 2.41% and 2.53%, respectively.

50


7. LONG-TERM DEBT (continued)


Effective Date Amount Fixed Interest RateInterest Rate Spread at September

30, 2015

Maturity DateOctober 2011 $25,000 1.67% 1.75% October 2015June 2012 40,000 1.88% 1.75% June 2022August 2012 35,000 1.74% 1.75% June 2022September 2012 25,000 3.03% 1.75% December 2015September 2012 25,000 1.24% 1.75% March 2017November 2012 25,000 1.33% 1.75% November 2015May 2014 25,000 1.35% 1.75% May 2018November 2014 25,000 1.26% 1.75% June 2018March 2015 25,000 1.49% 1.75% March 2019September 2015 25,000 1.39% 1.75% September 2020December 2015 25,000 1.59% 1.75% December 2020

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. Theinterest rate swaps have been designated as cash flow hedges of the future variable interest payments under the Revolving Credit Facilitywhich are considered probable of occurring. Based on the Company's assessment, all of the critical terms of each of the hedges matchedthe underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highlyeffective.

The fair value of the interest rate swaps reflected an unrealized loss, net of unrealized gains, of $3,686 ($2,248 after tax) and an unrealizedgain, net of unrealized losses, of $330 ($201 after tax) at September 30, 2015 and 2014, respectively, that is included in shareholders'equity as part of accumulated other comprehensive income ("AOCI"). Assuming market rates remain constant with the rates atSeptember 30, 2015, a loss (net of tax) of approximately $711 included in AOCI is expected to be recognized in earnings over the nexttwelve months.

At September 30, 2015 and 2014, the interest rate swap contracts were reflected on a gross-basis in the consolidated balance sheets asfollows:

Derivatives 2015 2014 Current assets

Other current assets $ -- $ 324 Long-term assets

Other assets -- 2,133 Current liabilities:

Other current liabilities (1,165) (1,808)Long-term liabilities:

Other liabilities (2,521) (319)Total derivatives $ (3,686) $ 330

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The loss recognized on derivatives was as follows:

Location of Amount ofDerivatives in Loss Loss

Cash Flow Hedging Recognized in Recognized in IncomeRelationships Income on Derivatives on Derivatives

2015 2014 Interest rate swaps Interest expense $(3,922) $(4,318)

The Company recognized the following losses in AOCI:

Location of Gain Amount of Loss or (Loss) Reclassified from

Derivatives in Amount of Reclassified from AOCI Cash Flow Loss Recognized in AOCI into Income Hedging AOCI on Derivatives into Income (Effective Portion*)

Relationships 2015 2014 (Effective Portion*) 2015 2014 Interest rate swaps $(4,841) $(1,879) Interest expense $(2,392) $(2,634) *There is no ineffective portion or amount excluded from effectiveness testing.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank. The maximum amount ofborrowings available under this facility is 35.0 million Euros ($39,255). Outstanding borrowings under the credit facility totaled 23.9million Euros ($26,829) and 17.5 million Euros ($22,055) at September 30, 2015 and 2014, respectively. The weighted-average interestrate on outstanding borrowings under this facility at September 30, 2015 and 2014 was 1.50% and 1.35%, respectively.

The Company, through its German subsidiary, Saueressig GmbH & Co. KG ("Saueressig"), has several loans with various Europeanbanks. Outstanding borrowings under these loans totaled 734,452 Euros ($824) and 1.2 million Euros ($1,576) at September 30, 2015and 2014, respectively. The weighted-average interest rate on outstanding borrowings of Saueressig at September 30, 2015 and 2014 was4.04% and 3.96%, respectively.

The Company, through its German subsidiary, Wetzel GmbH ("Wetzel"), has several loans with various European banks. Outstandingborrowings under these loans totaled 1.9 million Euros ($2,110) and 2.9 million Euros ($3,624) at September 30, 2015 and 2014,respectively. The weighted-average interest rate on outstanding borrowings of Wetzel at September 30, 2015 and 2014 was 5.96% and5.67%, respectively.

The Company, through its wholly-owned subsidiary, Matthews International S.p.A., has several loans with various Italian banks. Outstanding borrowings on these loans totaled 4.3 million Euros ($4,772) and 5.5 million Euros ($6,922) at September 30, 2015 and2014, respectively. Matthews International S.p.A. also has three lines of credit totaling 11.3 million Euros ($12,707) with the same Italianbanks. Outstanding borrowings on these lines were 4.6 million Euros ($5,166) and 4.8 million Euros ($6,063) at September 30, 2015 and2014, respectively. The weighted-average interest rate on outstanding Matthews International S.p.A. borrowings at September 30, 2015and 2014 was 3.33% and 3.15%, respectively.

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In September 2014, a claim seeking to draw upon a letter of credit issued by the Company of $12,925 was filed with respect to a projectfor a customer. In January 2015, the Company made payment on the draw to the financial institution for the letter of credit. Pursuant toan action initiated by the Company, a court order has been issued requiring these funds to ultimately be remitted to the court pendingresolution of the dispute between the parties. While it is possible the resolution of this matter could be unfavorable to the Company,management has assessed the customer's claim to be without merit and, based on information available as of this filing, expects that theultimate resolution of this matter will not have a material adverse effect on Matthews' financial condition, results of operations or cashflows. As of September 30, 2015, the Company has presented the funded letter of credit within other current assets on the ConsolidatedBalance Sheet.

As of September 30, 2015 and 2014, the fair value of the Company's long-term debt, including current maturities, which is classified asLevel 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets.

Aggregate maturities of long-term debt, including short-term borrowings and capital leases, follows:

2016 $ 11,737 2017 29,979 2018 857,974 2019 212 2020 222 Thereafter 2,830

$ 902,954

8. SHAREHOLDERS' EQUITY:

The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $1 par value.

The Company has a stock repurchase program. The buy-back program is designed to increase shareholder value, enlarge the Company'sholdings of its common stock, and add to earnings per share. Repurchased shares may be retained in treasury, utilized for acquisitions, orreissued to employees or other purchasers, subject to the restrictions set forth in the Company's Restated Articles of Incorporation. Underthe current authorization, the Company's Board of Directors has authorized the repurchase of a total of 2,500,000 shares of Matthews'common stock under the program, of which 661,022 shares remain available for repurchase as of September 30, 2015. In November2015, the Company's Board of Directors approved the continuation of its stock repurchase program and increased the authorization forstock repurchases by an additional 2,500,000 shares.

Comprehensive income consists of net income adjusted for changes, net of any related income tax effect, in cumulative foreign currencytranslation, the fair value of derivatives, unrealized investment gains and losses and minimum pension liability. The deferred income taxexpense (benefit) related to minimum pension liabilities and fair value of derivatives was $(1,035), $(5,853) and $22,005 for the yearsended September 30, 2015, 2014 and 2013, respectively.

Accumulated other comprehensive loss at September 30, 2015 and 2014 consisted of the following:

2015 2014 Cumulative foreign currency translation $ (104,604) $ (27,367)Fair value of derivatives, net of tax of $1,437 and $129, respectively (2,248) 201 Minimum pension liabilities, net of tax of $27,530 and $25,058, respectively (43,474) (39,651) $ (150,326) $ (66,817)

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9. SHARE-BASED PAYMENTS:

The Company maintains an equity incentive plan (the "2012 Equity Incentive Plan") that provides for grants of stock options, restrictedshares, stock-based performance units and certain other types of stock-based awards. The Company also maintains an equity incentiveplan (the "2007 Equity Incentive Plan") and a stock incentive plan (the "1992 Incentive Stock Plan") that previously provided for grantsof stock options, restricted shares and certain other types of stock-based awards. Under the 2012 Equity Incentive Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 2,500,000. There will be no further grantsunder the 2007 Equity Incentive Plan or the 1992 Incentive Stock Plan. At September 30, 2015, there were 1,476,798 shares reserved forfuture issuance under the 2012 Equity Incentive Plan. All plans are administered by the Compensation Committee of the Board ofDirectors.

The option price for each stock option granted under any of the plans may not be less than the fair market value of the Company'scommon stock on the date of grant. Outstanding stock options are generally exercisable in one-third increments upon the attainment ofpre-defined levels of appreciation in the market value of the Company's Class A Common Stock. In addition, options generally vest inone-third increments after three, four and five years, respectively, from the grant date (but, in any event, not until the attainment of themarket value thresholds). The options expire on the earlier of ten years from the date of grant, upon employment termination, or withinspecified time limits following voluntary employment termination (with the consent of the Company), retirement or death. The Companygenerally settles employee stock option exercises with treasury shares.

With respect to outstanding restricted share grants, for grants made prior to fiscal 2013, generally one-half of the shares vest on the thirdanniversary of the grant, with the remaining one-half of the shares vesting in one-third increments upon attainment of pre-defined levelsof appreciation in the market value of the Company's Class A Common Stock. For grants made in fiscal 2013 and thereafter, generallyone-half of the shares vest on the third anniversary of the grant, one-quarter of the shares vest in one-third increments upon the attainmentof pre-defined levels of adjusted earnings per share, and the remaining one-quarter of the shares vest in one-third increments uponattainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock. Additionally, restrictedshares cannot vest until the first anniversary of the grant date. Unvested restricted shares generally expire on the earlier of five years fromthe date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with theconsent of the Company), retirement or death. The Company issues restricted shares from treasury shares.

For the years ended September 30, 2015, 2014 and 2013, stock-based compensation cost totaled $9,097, $6,812 and $5,562, respectively.The associated future income tax benefit recognized was $3,548, $2,657 and $2,169 for the years ended September 30, 2015, 2014 and2013, respectively.

The amount of cash received from the exercise of stock options was $4,015, $7,951 and $974, for the years ended September 30, 2015,2014 and 2013, respectively. In connection with these exercises, the tax benefits realized by the Company were $350, $698 and $99 forthe years ended September 30, 2015, 2014 and 2013, respectively.

The transactions for restricted stock for the year ended September 30, 2015 were as follows:

Weighted- average Grant-date Shares Fair Value Non-vested at September 30, 2014 575,150 $33.83 Granted 215,370 40.07 Vested (183,089) 36.51 Expired or forfeited (36,864) 28.70 Non-vested at September 30, 2015 570,567 $35.66

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9. SHARE-BASED PAYMENTS (continued)

As of September 30, 2015, the total unrecognized compensation cost related to unvested restricted stock was $7,681 which is expected tobe recognized over a weighted-average period of 1.6 years.

The transactions for shares under options for the year ended September 30, 2015 were as follows:

Weighted- Weighted- average Aggregate average Remaining Intrinsic

Shares

Exercise

Price Contractual

Term Value

Outstanding, September 30, 2014 512,322 $38.62 Exercised (105,211) 38.17 Expired or forfeited (69,173) 36.53 Outstanding, September 30, 2015 337,938 $39.19 0.7 $3,304 Exercisable, September 30, 2015 171,532 $39.55 0.8 $1,616

No options vested during the year ended September 30, 2015 and 2014, respectively. The intrinsic value of options (which is the amountby which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the years ended September30, 2015, 2014 and 2013 was $931, $1,653 and $294, respectively.

The transactions for non-vested option shares for the year ended September 30, 2015 were as follows:

Weighted- average Grant-date Shares Fair Value Non-vested at September 30, 2014 312,442 $11.21 Vested 77,199 12.23 Expired or forfeited (68,837) 11.70 Non-vested at September 30, 2015 320,804 $11.35

The fair value of each restricted stock grant is estimated on the date of grant using a binomial lattice valuation model. The followingtable indicates the assumptions used in estimating fair value of restricted stock for the years ended September 30, 2015, 2014 and 2013.

2015 2014 2013 Expected volatility 22.2% 26.6% 29.5%Dividend yield 1.0% 1.1% 1.2%Average risk-free interest rate 1.7% 1.4% 0.6%Average expected term (years) 1.8 2.0 2.0

The risk-free interest rate is based on United States Treasury yields at the date of grant. The dividend yield is based on the most recentdividend payment and average stock price over the 12 months prior to the grant date. Expected volatilities are based on the historicalvolatility of the Company's stock price. The expected term for grants in the years ended September 30, 2015, 2014 and 2013 represents anestimate of the average period of time for restricted shares to vest. The option characteristics for each grant are considered separately forvaluation purposes.

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9. SHARE-BASED PAYMENTS (continued)

The Company maintains the 1994 Director Fee Plan (the "1994 Director Fee Plan"), and the 2014 Director Fee Plan (the "2014 DirectorFee Plan") (collectively, the "Director Fee Plans"). There will be no further fees or share-based awards under the 1994 Director Fee Plan. Under the 2014 Director Fee Plan, directors (except for the Chairman of the Board) who are not also officers of the Company eachreceive, as an annual retainer fee, either cash or shares of the Company's Class A Common Stock with a value equal to $75. The annualretainer fee paid to a non-employee Chairman of the Board is $175. Where the annual retainer fee is provided in shares, each directormay elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with suchshares to be paid to the director subsequent to leaving the Board. The value of deferred shares is recorded in other liabilities. A total of17,005 shares had been deferred under the Director Fee Plans at September 30, 2015. Additionally, directors who are not also officers ofthe Company each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares)with a value of $110. A total of 22,300 stock options have been granted under the Director Fee Plans. At September 30, 2015, there wereno options outstanding. Additionally, 136,568 shares of restricted stock have been granted under the Director Fee Plans, 33,418 of whichwere unvested at September 30, 2015. A total of 150,000 shares have been authorized to be issued under the 2014 Director Fee Plan.

10. EARNINGS PER SHARE:

The information used to compute earnings per share attributable to Matthews' common shareholders was as follows:

2015 2014 2013 Net income attributable to Matthews shareholders $ 63,449 $ 42,625 $ 54,121 Less: dividends and undistributed earnings

allocated to participating securities 10 121 583 Net income available to Matthews shareholders $ 63,439 $ 42,504 $ 53,538 Weighted-average shares outstanding (in thousands):

Basic shares 32,939 28,209 27,255 Effect of dilutive securities 257 274 168 Diluted shares 33,196 28,483 27,423

Options to purchase 271,075 shares of common stock were not included in the computation of diluted earnings per share for the yearended September 30, 2013, because the inclusion of these options would be anti-dilutive.

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11. PENSION AND OTHER POSTRETIREMENT PLANS:

The Company provides defined benefit pension and other postretirement plans to certain employees. Effective January 1, 2014, theCompany's principal retirement plan was closed to new participants. The following provides a reconciliation of benefit obligations, planassets and funded status of the plans as of the Company's actuarial valuation as of September 30, 2015 and 2014:

Pension Other Postretirement 2015 2014 2015 2014 Change in benefit obligation: Benefit obligation, beginning of year $ 211,036 $ 186,077 $ 21,358 $ 18,881 Acquisitions 27,162 - - - Service cost 6,764 6,150 454 436 Interest cost 8,740 8,927 885 919 Actuarial (gain) loss 4,087 18,412 (814) 1,929 Exchange gain (1,206) (703) - - Benefit payments (17,856) (7,827) (1,459) (807)Benefit obligation, end of year 238,727 211,036 20,424 21,358

Change in plan assets: Fair value, beginning of year 131,753 123,713 - - Acquisitions 25,897 - - - Actual return 625 10,792 - - Benefit payments (1) (17,856) (7,827) (1,459) (807)Employer contributions 1,806 5,075 1,459 807 Fair value, end of year 142,225 131,753 - -

Funded status (96,502) (79,283) (20,424) (21,358)Unrecognized actuarial loss (gain) 77,368 69,153 (1,801) (987)Unrecognized prior service cost (1,231) (1,411) (1,111) (1,306)Net amount recognized $ (20,365) $ (11,541) $ (23,336) $ (23,651)

Amounts recognized in the consolidated balance sheet: Current liability $ (749) $ (733) $ (1,009) $ (1,007)Noncurrent benefit liability (95,753) (78,550) (19,415) (20,351)Accumulated other comprehensive loss (income) 76,137 67,742 (2,912) (2,293)Net amount recognized $ (20,365) $ (11,541) $ (23,336) $ (23,651)

Amounts recognized in accumulated other comprehensive loss (income): Net actuarial loss (income) $ 77,368 $ 69,153 $ (1,801) $ (987)Prior service cost (1,231) (1,411) (1,111) (1,306)Net amount recognized $ 76,137 $ 67,742 $ (2,912) $ (2,293)

(1) Pension benefit payments in fiscal 2015 includes $10,000 of lump sum distributions that were made to certain terminated vestedemployees as a settlement of the employees' pension obligations. These distributions did not meet the threshold to qualify as a settlementunder U.S. GAAP and therefore, no unamortized actuarial loss was recognized in the Statement of Income upon completion of the lumpsum distributions.

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11. PENSION AND OTHER POSTRETIREMENT PLANS (continued)

Based upon actuarial valuations performed as of September 30, 2015 and 2014, the accumulated benefit obligation for the Company'sdefined benefit pension plans was $208,407 and $180,265 at September 30, 2015 and 2014, respectively, and the projected benefitobligation for the Company's defined benefit pension plans was $238,727 and $211,036 at September 30, 2015 and 2014, respectively.

Net periodic pension and other postretirement benefit cost for the plans included the following:

Pension Other Postretirement 2015 2014 2013 2015 2014 2013 Service cost $ 6,764 $ 6,150 $ 7,160 $ 454 $ 436 $ 796 Interest cost 8,740 8,927 8,024 885 919 1,129 Expected return on plan assets (10,151) (9,666) (9,071) - - - Amortization: Prior service cost (180) (206) (206) (195) (195) (272)Net actuarial loss (gain) 6,203 3,927 7,903 - (87) 439

Net benefit cost $ 11,376 $ 9,132 $ 13,810 $ 1,144 $ 1,073 $ 2,092

Benefit payments under the Company's principal retirement plan are made from plan assets, while benefit payments under thesupplemental retirement plan and postretirement benefit plan are made from the Company's operating cash. Under I.R.S. regulations, theCompany was not required to make any significant contributions to its principal retirement plan in fiscal 2015. The Company is notrequired to make any significant contributions to its principal retirement plan in fiscal 2016.

Contributions made in fiscal 2015 are as follows:

Contributions Pension Other

Postretirement Principal retirement plan $ - $ - Supplemental retirement plan 725 - Other retirement plans 1,081 - Other postretirement plan - 1,459

Amounts of AOCI expected to be recognized in net periodic benefit costs in fiscal 2016 include:

Other Pension Postretirement Benefits Benefits Net actuarial loss $ 7,473 $ - Prior service cost (183) (195)

The measurement date of annual actuarial valuations for the Company's principal retirement and other postretirement benefit plans wasSeptember 30 for fiscal 2015, 2014 and 2013. The weighted-average assumptions for those plans were:

Pension

Other Postretirement

2015 2014 2013 2015 2014 2013 Discount rate 4.25% 4.25% 5.00% 4.25% 4.25% 5.00%Return on plan assets 7.25 7.75 8.00 - - - Compensation increase 3.50 3.50 3.50 - - -

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In October 2014, the Society of Actuaries' Retirement Plans Experience Committee released new mortality tables known as RP 2014. The Company considered these new tables and performed a review of its own mortality history to assess future improvements in mortalityrates. In fiscal 2015, the Company elected to value its principal retirement and other postretirement benefit plan liabilities using a slightlymodified assumption of future mortality which better approximates the plan participant population and reflects significant improvement inlife expectancy over the previous mortality table, known as RP 2000. The underlying basis of the investment strategy of the Company'sdefined benefit plans is to ensure the assets are invested to achieve a positive rate of return over the long term sufficient to meet the plans'actuarial interest rate and provide for the payment of benefit obligations and expenses in perpetuity in a secure and prudent fashion,maintain a prudent risk level that balances growth with the need to preserve capital, diversify plan assets so as to minimize the risk oflarge losses or excessive fluctuations in market value from year to year, achieve investment results over the long term that comparefavorably with other pension plans and appropriate indices. The Company's investment policy, as established by the Company's pensionboard, specifies the types of investments appropriate for the plans, asset allocation guidelines, criteria for the selection of investmentmanagers, procedures to monitor overall investment performance as well as investment manager performance. It also provides guidelinesenabling plan fiduciaries to fulfill their responsibilities.

The Company's defined benefit pension plans' weighted-average asset allocation at September 30, 2015 and 2014 and weighted-averagetarget allocation were as follows:

Plan Assets at Target Asset Category 2015 2014 Allocation Equity securities $ 60,460 $ 66,984 50%Fixed income, cash and cash equivalents 59,612 44,341 30%Other investments 22,153 20,428 20% $ 142,225 $ 131,753 100%

The target asset allocation relates to the Company's primary defined benefit pension plan. Plan assets in the table include the assets of theAurora Casket Company, LLC pension plan, which has a target asset allocation of 15% equity securities and 85% fixed income, cash andcash equivalents.

Based on an analysis of the historical and expected future performance of the plan's assets and information provided by its independentinvestment advisor, the Company set the long-term rate of return assumption for these assets at 7.25% in 2015 for purposes ofdetermining pension cost and funded status under current guidance. The Company's discount rate assumption used in determining thepresent value of the projected benefit obligation is based upon published indices.

The Company categorizes plan assets within a three level fair value hierarchy (see Note 3 for a further discussion of the fair valuehierarchy). The valuation methodologies used to measure the fair value of pension assets, including the level in the fair value hierarchy inwhich each type of pension plan asset is classified as follows.

Equity securities consist of direct investments in the stocks of publicly traded companies. Such investments are valued based on theclosing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified asLevel 1.

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Mutual funds are valued at the closing price of shares held by the Plan at year end. As such, these mutual fund investments are classifiedas Level 1.

Fixed income securities consist of publicly traded fixed interest obligations (primarily U.S. government notes and corporate and agencybonds). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices andother observable market data. As such, U.S. government notes are included in Level 1, and the remainder of the fixed income securities isincluded in Level 2.

Cash and cash equivalents consist of direct cash holdings and short-term money market mutual funds. These values are valued based oncost, which approximates fair value, and as such, are classified as Level 1.

Other investments consist primarily of real estate, commodities, private equity holdings and hedge fund investments. These holdings arevalued by investment managers based on the most recent information available. The valuation information used by investment managersmay not be readily observable. As such, these investments are classified as Level 3.

The Company's defined benefit pension plans' asset categories at September 30, 2015 and 2014 were as follows:

September 30, 2015 Asset Category Level 1 Level 2 Level 3 Total Equity securities - stocks $ 31,559 $ - $ - $ 31,559 Equity securities - mutual funds 27,846 1,055 - 28,901 Fixed income securities 39,644 15,474 - 55,118 Cash and cash equivalents 4,494 - - 4,494 Other investments 8,171 - 13,982 22,153 Total $ 111,714 $ 16,529 $ 13,982 $ 142,225

September 30, 2014 Asset Category Level 1 Level 2 Level 3 Total Equity securities - stocks $ 35,310 $ - $ - $ 35,310 Equity securities - mutual funds 30,694 980 - 31,674 Fixed income securities 20,042 9,503 - 29,545 Cash and cash equivalents 14,796 - - 14,796 Other investments 6,098 - 14,330 20,428 Total $ 106,940 $ 10,483 $ 14,330 $ 131,753

Changes in the fair value of Level 3 assets at September 30, 2015 and 2014 are summarized as follows:

Fair Value, Fair Value, Beginning of Realized Unrealized End of

Asset Category Period Acquisitions Dispositions Gains Gains

(Losses) Period Other investments: Fiscal Year Ended: September 30, 2015 $ 14,330 $ - $ (1,661) $ 608 $ 705 $ 13,982 September 30, 2014 18,942 - (5,439) 1,118 (291) 14,330

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Benefit payments expected to be paid are as follows: Other Pension Postretirement Years ending September 30: Benefits Benefits 2016 $ 9,074 $ 1,009 2017 9,519 1,051 2018 10,075 1,146 2019 10,673 1,194 2020 11,249 1,169 2021-2025 65,563 6,507 $ 116,153 $ 12,076

For measurement purposes, a rate of increase of 7.0% in the per capita cost of health care benefits was assumed for 2016; the rate wasassumed to decrease gradually to 4.0% for 2070 and remain at that level thereafter. Assumed health care cost trend rates have asignificant effect on the amounts reported. An increase in the assumed health care cost trend rates by one percentage point would haveincreased the accumulated postretirement benefit obligation as of September 30, 2015 by $923 and the aggregate of the service andinterest cost components of net periodic postretirement benefit cost for the year then ended by $68. A decrease in the assumed health carecost trend rates by one percentage point would have decreased the accumulated postretirement benefit obligation as of September 30,2015 by $809 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year thenended by $59.

Prior to its acquisition by Matthews, Schawk participated in a multi-employer pension fund pursuant to certain collective bargainingagreements. In 2012, Schawk bargained to withdraw from the fund, and recorded a withdrawal liability at the conclusion of thenegotiations, based on the present value of installment payments expected to be paid through 2034. During the third quarter of fiscal2015, the Company finalized an agreement to settle this installment payment obligation in exchange for a lump-sum payment of $18,157. Full payment of this amount was made during the fourth quarter of fiscal 2015, and is presented within cash flows from financingactivities on the Consolidated Statement of Cash Flows. This settlement also resulted in an $11,522 gain recognized in other income(deductions), net during fiscal 2015.

12. ACCUMULATED OTHER COMPREHENSIVE INCOME:

The changes in AOCI by component, net of tax, for the year ended September 30, 2015 were as follows:

PostretirementBenefit Plans

CurrencyTranslationAdjustment Derivatives Total

Attributable to Matthews: Balance, September 30, 2014 $ (39,651) $ (27,367) $ 201 $ (66,817)OCI before reclassification (7,378) (77,237) (4,841) (89,456)Amounts reclassified from AOCI (a) 3,555 - (b) 2,392 5,947 Net current-period OCI (3,823) (77,237) (2,449) (83,509)Balance, September 30, 2015 $ (43,474) $ (104,604) $ (2,248) $ (150,326)Attributable to noncontrollinginterest:

Balance, September 30, 2014 $ - $ 516 $ - $ 516 OCI before reclassification - (150) - (150)Net current-period OCI - (150) - (150)Balance, September 30, 2015 $ - $ 366 $ - $ 366

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11).(b) Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 7).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued(Dollar amounts in thousands, except per share data)

12. ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

Reclassifications out of AOCI for the year ended September 30, 2015 were as follows:

Details about AOCI Components

Year endedSeptember

30, 2015 Affected line item in the Statement of

Income Postretirement benefit plans Prior service (cost) credit (a)$ 375 Actuarial losses (a) (6,203)

(b) (5,828) Total before tax (2,273) Tax provision (benefit) $ (3,555) Net of taxDerivatives Interest rate swap contracts $ (3,922) Interest expense

(b) (3,922) Total before tax (1,530) Tax provision (benefit) $ (2,392) Net of tax

(a) Amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost ofgoods sold and selling and administrative expenses. For additional information, see Note 11.

(b) For pre-tax items, positive amounts represent income and negative amounts represent expense.

13. INCOME TAXES:

The provision for income taxes consisted of the following:

2015 2014 2013 Current:

Federal $ 655 $ 7,371 $ 15,703 State 1,466 3,612 3,423 Foreign 10,599 10,427 4,804

12,720 21,410 23,930 Deferred 13,644 1,395 2,244 Total $ 26,364 $ 22,805 $ 26,174 Federal income taxes have decreased as a result of lower U.S. earnings, reflecting increased acquisition-related costs, and the usage ofcertain tax attributes resulting from the Schawk acquisition. The increase in foreign income taxes is primarily due to higher earningsfrom non-U.S. locations, reflecting the fiscal 2014 acquisition of Schawk. The increase in deferred income taxes resulted primarily fromthe settlement of a multi-employer pension plan installment payment obligation, and a deduction related to a theft of funds by anemployee.

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13. INCOME TAXES (continued)

The reconciliation of the federal statutory tax rate to the consolidated effective tax rate was as follows:

2015 2014 2013 Federal statutory tax rate 35.0% 35.0% 35.0%Effect of state income taxes, net of federal deduction 1.8 3.8 2.7 Foreign taxes less than federal statutory rate (3.2) (2.1) (3.1)Other (4.2) (2.2) (2.0)Effective tax rate 29.4% 34.5% 32.6%

The Company's effective tax rate for fiscal 2015 was 29.4%, compared to 34.5% for fiscal 2014. The decrease in the fiscal 2015 effectivetax rate, compared to fiscal 2014, primarily reflected the benefit of the utilization of certain tax attributes as a result of legal structurereorganization in foreign jurisdictions and a relative increase in the amount of earnings generated from non-U.S. locations. The effectivetax rate in fiscal 2014 included the impact of non-deductible acquisition costs relating to the Schawk acquisition. The difference betweenthe Company's effective tax rate and the Federal statutory rate of 35.0% primarily reflected the impact of state taxes, offset by lowerforeign income taxes.

The Company's foreign subsidiaries had income before income taxes for the years ended September 30, 2015, 2014 and 2013 ofapproximately $40,024, $23,835 and $23,662, respectively. At September 30, 2015, undistributed earnings of foreign subsidiaries forwhich deferred U.S. income taxes have not been provided approximated $409,167. The Company has not determined the deferred taxliability associated with these undistributed earnings, as such determination is not practicable.

The components of deferred tax assets and liabilities at September 30, 2015 and 2014 are as follows:

2015 2014 Deferred tax assets:

Pension and postretirement benefits $ 42,134 $ 34,309 Accruals and reserves not currently deductible 27,586 28,090 Income tax credit carryforward 9,160 9,839 Operating and capital loss carryforwards 25,012 25,419 Stock options 8,550 8,366 Other 7,396 21,089

Total deferred tax assets 119,838 127,112 Valuation allowances (20,977) (24,540)Net deferred tax assets 98,861 102,572 Deferred tax liabilities:

Depreciation (8,509) (7,651)Goodwill and intangible assets (193,876) (183,685)

Other (20,490) (18,590) (222,875) (209,926) Net deferred tax liability $ (124,014) $ (107,354)

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13. INCOME TAXES (continued)

At September 30, 2015, the Company had U.S. state net operating loss carryforwards of $91,750, foreign net operating loss carryforwardsof $66,542, foreign capital loss carryforwards of $24,130, and various U.S. and non-U.S. income tax credit carryforwards of $4,922 and$4,238, respectively, which will be available to offset future income tax liabilities. If not used, state net operating losses will begin toexpire in 2017. Foreign net operating losses have no expiration period. Certain of these carryforwards are subject to limitations on usedue to tax rules affecting acquired tax attributes, loss sharing between group members, and business continuation. Therefore, theCompany has established tax-effected valuation allowances against these tax benefits in the amount of $20,977 at September 30, 2015. At September 30, 2015, the Company had total foreign tax credit carryforwards of $2,782, offset by a valuation allowance of $153. TheCompany has the ability to claim a deduction for these credits prior to expiration, and the net carrying value of the credits of $2,629assumes that a deduction will be claimed instead of a tax credit. If unutilized, these U.S. foreign tax credits will begin to expire in 2018. The increase in deferred tax liabilities resulted primarily from purchase accounting adjustments and the acquisition of Aurora ProductsGroup, LLC ("Aurora") in August 2015. The decrease in the valuation allowances from fiscal 2014 resulted from a fiscal 2015 legalstructure reorganization in foreign jurisdictions that enabled the utilization of certain tax attributes.

Changes in the total amount of gross unrecognized tax benefits (excluding penalties and interest) are as follows:

2015 2014 2013 Balance, beginning of year $ 4,311 $ 4,516 $ 4,501 Increase from acquisition - 385 - Increases for tax positions of prior years 475 369 - Decreases for tax positions of prior years (155) (863) (124)Increases based on tax positions related to the current year 635 623 708 Decreases due to settlements with taxing authorities (27) (12) (250)Decreases due to lapse of statute of limitation (1,153) (707) (319)Balance, end of year $ 4,086 $ 4,311 $ 4,516

The Company had unrecognized tax benefits of $4,086 and $4,311 at September 30, 2015 and 2014, respectively, all of which, ifrecorded, would impact the annual effective tax rate. It is reasonably possible that the amount of unrecognized tax benefits could changeby approximately $782 in the next 12 months primarily due to expiration of statutes related to specific tax positions.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. Total penalties andinterest accrued were $2,010 and $2,135 at September 30, 2015 and 2014, respectively. These accruals may potentially be applicable inthe event of an unfavorable outcome of uncertain tax positions.

The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitationexpires for those tax jurisdictions. As of September 30, 2015, the tax years that remain subject to examination by major jurisdictiongenerally are:

United States - Federal 2012 and forwardUnited States - State 2011 and forwardCanada 2010 and forwardEurope 2009 and forwardUnited Kingdom 2013 and forwardAustralia 2011 and forwardAsia 2009 and forward

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14. COMMITMENTS AND CONTINGENT LIABILITIES:

The Company operates various production, warehouse and office facilities and equipment under operating lease agreements. Annualrentals under these and other operating leases were $31,766, $21,849 and $17,664 in fiscal 2015, 2014 and 2013, respectively. Futureminimum rental commitments under non-cancelable operating lease arrangements for fiscal years 2016 through 2020 are $17,149,$11,404, $6,544, $4,747 and $2,460, respectively.

The Company is party to various legal proceedings, the eventual outcome of which are not predictable. Although the ultimate dispositionof these proceedings is not presently determinable, management is of the opinion that they should not result in liabilities in an amountwhich would materially affect the Company's consolidated financial position, results of operations or cash flows.

The Company has employment agreements with certain employees, the terms of which expire at various dates between fiscal 2016 and2019. The agreements generally provide for base salary and bonus levels and include non-compete provisions. The aggregatecommitment for salaries under these agreements at September 30, 2015 was $8,401.

15. ENVIRONMENTAL MATTERS:

The Company's operations are subject to various federal, state and local laws and regulations relating to the protection of theenvironment. These laws and regulations impose limitations on the discharge of materials into the environment and require the Companyto obtain and operate in compliance with conditions of permits and other government authorizations. As such, the Company hasdeveloped environmental, health and safety policies and procedures that include the proper handling, storage and disposal of hazardousmaterials.


At September 30, 2015, an accrual of $4,349 had been recorded for environmental remediation (of which $1,239 was classified in othercurrent liabilities), representing management's best estimate of the probable and reasonably estimable costs of the Company's knownremediation obligations. The accrual does not consider the effects of inflation and anticipated expenditures are not discounted to theirpresent value. While final resolution of these contingencies could result in costs different than current accruals, management believes theultimate outcome will not have a significant effect on the Company's consolidated results of operations or financial position.

16. SUPPLEMENTAL CASH FLOW INFORMATION:

Changes in working capital items as presented in the Consolidated Statements of Cash Flows consisted of the following:

2015 2014 2013 Current assets:

Accounts receivable $ 7,566 $ (13,492) $ (2,786)Inventories 17,001 4,429 3,827 Other current assets (14,567) (9,531) 1,350

10,000 (18,594) 2,391 Current liabilities:

Trade accounts payable (9,103) 5,720 (1,205)Accrued compensation (183) (2,504) 7,143 Accrued income taxes 3,389 1,330 (2,278)Other current liabilities (6,854) 7,883 (9,054)

(12,751) 12,429 (5,394)Net change $ (2,751) $ (6,165) $ (3,003)

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17. SEGMENT INFORMATION:

Beginning October 1, 2014, the Company realigned its operations into three reporting segments, SGK Brand Solutions, Memorializationand Industrial. The SGK Brand Solutions segment is comprised of the graphics imaging business, including Schawk, and themerchandising solutions operations. The Memorialization segment is comprised of the Company's cemetery products, funeral homeproducts and cremation operations. The Industrial segment is comprised of the Company's marking and automation products andfulfillment systems. Prior periods have been revised to conform with the current presentation. Management evaluates segmentperformance based on operating profit (before income taxes) and does not allocate non-operating items such as investment income,interest expense, other income (deductions), net and noncontrolling interests.

The accounting policies of the segments are the same as those described in Summary of Significant Accounting Policies (Note 2). Intersegment sales are accounted for at negotiated prices. Operating profit is total revenue less operating expenses. Segment assetsinclude those assets that are used in the Company's operations within each segment. Assets classified under "Other" principally consist ofcash and cash equivalents, investments, deferred income taxes and corporate headquarters' assets. Long-livedassets include property, plant and equipment (net of accumulated depreciation), goodwill, and other intangible assets (net of accumulatedamortization).

Information about the Company's segments follows:

SGK BrandSolutions

Memorialization

Industrial

Other

Consolidated

Sales to external customers: 2015 $ 798,339 $ 508,058 $ 119,671 $ - $ 1,426,068 2014 497,328 508,420 100,849 - 1,106,597 2013 373,941 517,911 93,505 - 985,357 Intersegment sales: 2015 478 77 25 - 580 2014 463 35 31 - 529 2013 464 12 10 - 486 Depreciation and amortization: 2015 46,594 12,410 2,294 1,322 62,620 2014 27,700 11,486 2,203 1,475 42,864 2013 24,292 10,652 1,675 1,246 37,865 Operating profit: 2015 21,864 70,064 13,095 - 105,023 2014 2,536 67,937 11,049 - 81,522 2013 13,999 71,754 8,862 - 94,615 Total assets: 2015 1,171,914 766,089 116,867 108,148 2,163,018 2014 1,278,869 557,089 115,470 72,620 2,024,048 2013 495,808 536,890 113,420 63,144 1,209,262 Capital expenditures: 2015 23,676 10,922 5,866 7,787 48,251 2014 16,734 8,257 3,325 921 29,237 2013 9,764 10,988 2,904 1,268 24,924

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17. SEGMENT INFORMATION (continued)

Information about the Company's operations by geographic area follows:

UnitedStates

Central andSouth

America Canada Europe Australia Asia Consolidated Sales to external customers: 2015 $ 936,513 $ 8,806 $ 30,367 $ 398,533 $ 21,225 $ 30,624 $ 1,426,068 2014 676,764 3,272 14,471 380,229 13,994 17,867 1,106,597 2013 617,371 - 12,014 328,266 13,534 14,172 985,357 Long-lived assets: 2015 1,016,703 17,488 41,690 349,533 22,072 50,650 1,498,136 2014 918,996 10,739 36,543 391,944 21,300 31,122 1,410,644 2013 421,697 3,731 483 324,731 6,338 13,404 770,384

18. ACQUISITIONS:

Fiscal 2015:

On August 19, 2015, the Company completed the acquisition of Aurora for $211,604 (net of cash acquired), subject to a working capitaladjustment. The preliminary allocation of the purchase price resulted in goodwill of $73,623, which was assigned to the Memorializationsegment, $76,340 of intangible assets, of which $30,540 is not subject to amortization, $29,026 of property, plant and equipment, and$32,615 of other net assets, primarily working capital. Approximately $43,000 of the goodwill is expected to be deductible for taxpurposes. Aurora provides burial, cremation, and technology products to funeral home clients and distributors in the United States andCanada. In the year ended December 31, 2014, Aurora reported revenue of approximately $142,000. The acquisition is designed toexpand the Company's memorialization product offerings and geographic distribution footprint in the United States.

Fiscal 2014:

On July 29, 2014, the Company acquired Schawk, a leading global brand development, activation and deployment companyheadquartered in Des Plaines, Illinois. Under the terms of the transaction, Schawk shareholders received $11.80 cash and 0.20582 sharesof Matthews' common stock for each Schawk share held. Based on the closing price of Matthews' stock on July 28, 2014, the transactionrepresented an implied price of $20.74 per share and a total enterprise value (which included outstanding debt, net of cash acquired) of$616,686. Schawk provides comprehensive brand development and brand deployment services to clients primarily in the consumerpackaged goods, retail and life sciences markets. Schawk creates and sells its clients' brands, produces brand assets and protects brandequities to help drive brand performance. Schawk delivers its services through more than 155 locations in over 20 countries across Northand South America, Europe, Asia and Australia. During fiscal 2015, the Company finalized the allocation of purchase price related to theSchawk acquisition, resulting in immaterial adjustments to property, plant and equipment, goodwill, other intangible assets, certainworking capital accounts, and deferred taxes.

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18. ACQUISITIONS (continued)

The following information presents a summary of the consolidated results of Matthews combined with Schawk as if the acquisition hadoccurred on October 1, 2012:

Pro Forma Combined 2015 2014 2013 Sales $ 1,426,068 $ 1,458,277 $ 1,430,843 Income before income taxes 89,652 89,779 41,271 Net income 63,449 63,586 29,470 Earnings per share $ 1.91 $ 1.93 $ 0.89

The unaudited pro forma results for fiscal 2014 and 2013 have been prepared for comparative purposes only and include certainadjustments, such as interest expense on acquisition debt and acquisition related costs. The pro forma information does not purport to beindicative of the results of operations which actually would have resulted had the acquisition occurred on the date indicated, or which mayresult in the future.

Fiscal 2013:

Acquisition spending, net of cash acquired, during the year ended September 30, 2013 totaled $73,959. The acquisitions were notindividually material to the Company's consolidated financial position or results of operations, and primarily included the following:

In March 2013, the Company completed the purchase of the remaining 38.5% interest in Kroma Pre-Press Preparation SystemsIndustry & Trade, Inc. ("Kroma"), completing the option arrangement in connection with the July 2011 acquisition of a 61.5%interest in Kroma.

In December 2012, the Company acquired Pyramid Controls, Inc. and its affiliate, Pyramid Control Systems (collectively,"Pyramid"). Pyramid is a provider of warehouse control systems and conveyor control solutions for distribution centers. Theacquisition was designed to expand Matthews' fulfillment products and services in the warehouse management market. The initialpurchase price for the transaction was $26,178, plus additional consideration of $3,703 paid in fiscal 2014 based on operatingresults.

In November 2012, the Company acquired Wetzel Holding AG, Wetzel GmbH and certain related affiliates (collectively,"Wetzel"). Wetzel is a leading European provider of pre-press services and gravure printing forms, with manufacturing operationsin Germany and Poland. Wetzel's products and services are sold primary within Europe, and the acquisition was designed toexpand Matthews' products and services in the global graphics imaging market. The purchase price for Wetzel was 42.6 millionEuros ($54,748) on a cash-free, debt-free basis.

The Company has completed the allocation of purchase price for all fiscal 2013 acquisitions.

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19. GOODWILL AND OTHER INTANGIBLE ASSETS:

Changes to goodwill during the years ended September 30, 2015 and 2014, follow.

SGK Brand

Solutions Memorialization Industrial Consolidated Goodwill $ 204,331 $ 280,326 $ 50,646 $ 535,303 Accumulated impairment losses (5,752) (5,000) - (10,752)Balance at September 30, 2013 198,579 272,326 50,646 524,551 Additions during period 312,403 - 288 312,691 Translation and other adjustments (15,684) (2,044) (47) (17,775)Goodwill 501,050 278,282 50,887 830,219 Accumulated impairment losses (5,752) (5,000) - (10,752)Balance at September 30, 2014 495,298 273,282 50,887 819,467 Additions during period 250 73,623 2,226 76,099 Translation and other adjustments (34,653) (4,959) (226) (39,838)Goodwill 466,647 346,946 52,887 866,480 Accumulated impairment losses (5,752) (5,000) - (10,752)Balance at September 30, 2015 $ 460,895 $ 341,946 $ 52,887 $ 855,728

The Company performed its annual impairment review of goodwill in the second quarter of fiscal 2015 and determined that estimated fairvalue for all reporting units exceeded carrying value, therefore no adjustments to the carrying value of goodwill were necessary.

In fiscal 2015, the addition to Memorialization goodwill primarily reflects the acquisition of Aurora, and the addition to Industrialgoodwill primarily reflects the acquisition of a small printing products business. The amount reflected in translation and other adjustmentsfor the SGK Brand Solutions segment includes the impact of purchase price adjustments.

In fiscal 2014, the addition to goodwill primarily reflects the acquisition of Schawk.

In fiscal 2013, the addition to SGK Brand Solutions goodwill primarily reflects the acquisition of Wetzel; the addition to Industrialgoodwill reflects the acquisition of Pyramid; the addition to Memorialization goodwill reflects the acquisition of two small manufacturersin Europe, and the effect of an adjustment to the purchase price for a small casket distributor.

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19. GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of September 30,2015 and 2014, respectively.

Carrying Accumulated Amount Amortization Net September 30, 2015: Trade names $ 168,467 $ -* $ 168,467 Trade names 1,815 (1,718) 97 Customer relationships 296,689 (51,393) 245,296 Copyrights/patents/other 11,389 (10,249) 1,140 $ 478,360 $ (63,360) $ 415,000 September 30, 2014: Trade names $ 142,529 $ -* $ 142,529 Trade names 2,854 (2,121) 733 Customer relationships 258,441 (24,785) 233,656 Copyrights/patents/other 14,528 (9,584) 4,944 $ 418,352 $ (36,490) $ 381,862 *Not subject to amortization

The net change in intangible assets during fiscal 2015 included an increase for the acquisition of Aurora, the impact of foreign currencyfluctuations during the period, additional amortization, and trade name write-offs of approximately $4,842 in the SGK Brand Solutionssegment, which resulted from the discontinuance of certain legacy trade names in connection with the integration of Schawk. In addition,the Company completed the sale of a majority ownership in its Schawk Digital Solutions business, which was acquired in 2014 as part ofthe Schawk acquisition. Net proceeds from this transaction totaled approximately $10,400, and the sale primarily resulted in the disposalof working capital and intangible assets, and the recognition of a cost-basis investment in this business. No gain or loss was recognizedon the sale. The net change in intangible assets during fiscal 2014 included an increase for the acquisition of Schawk, foreign currencyfluctuations during the period and additional amortization.

Amortization expense on intangible assets was $18,800, $7,318, and $4,156 in fiscal 2015, 2014 and 2013, respectively. Fiscal yearamortization expense is estimated to be $21,462 in 2016, $20,315 in 2017, $19,020 in 2018, $17,985 in 2019 and $16,866 in 2020.

20. ACCOUNTING PRONOUNCEMENTS:

In September 2015, the Financial Accounting Standards Board ("FASB") issued new guidance intended to simplify the accounting formeasurement period adjustments in a business combination. Measurement period adjustments are changes to provisional amountsrecorded when the accounting for a business combination is incomplete as of the end of a reporting period. The measurement period canextend for up to a year following the transaction date. During the measurement period, companies may make adjustments to provisionalamounts when information necessary to complete the measurement is received. The new guidance requires companies to recognize theseadjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. Companies areno longer required to retroactively apply measurement period adjustments to all periods presented. Matthews early-adopted this ASU inthe fourth quarter of fiscal 2015. The adoption of this ASU did not have a material impact on our financial statements and relateddisclosures.

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20. ACCOUNTING PRONOUNCEMENTS (continued)

In July 2015, the FASB issued new guidance to simplify the measurement of inventory valuation at the lower of cost or net realizablevalue. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs ofcompletion, disposal and transportation. The new inventory measurement requirements are effective for the Company's 2017 fiscal year,and will replace the current inventory valuation guidance that requires the use of a lower of cost or market framework. The adoption ofthese changes is not expected to have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued new guidance intended to simplify the presentation of debt issuance costs. The new guidance requires thatdebt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amountof debt, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this newguidance. The new requirements will be effective for the Company beginning in fiscal year 2017, and are not expected to have a materialimpact on the Company's consolidated financial statements.

In June 2014, the FASB issued new guidance on the accounting for share-based payments when the terms of an award provide that aperformance target could be achieved after the requisite service period. This guidance is effective for Matthews beginning January 1,2016 and will not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers: Topic 606".This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model forrecognizing revenue, the application of which will require significant judgment. The FASB issued ASU 2015-14 in August 2015 whichresulted in a deferral of the original effective date of ASU 2014-09. This standard is now effective for Matthews beginning October 1,2018. The Company is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial statements.

In January 2014, the FASB issued new guidance on accounting for certain receive-variable, pay-fixed interest rate swaps. This guidanceprovides companies with a practical expedient to qualify for cash flow hedge accounting. The guidance was effective for Matthewsbeginning in fiscal 2015, and did not have a material impact on the Company's consolidated financial statements.

71

SUPPLEMENTARY FINANCIAL INFORMATION

Selected Quarterly Financial Data (Unaudited):

The following table sets forth certain items included in the Company's unaudited consolidated financial statements for each quarter offiscal 2015 and fiscal 2014. Information presented for the quarters ended December 31, 2014 and March 31, 2015 has been revised toreflect additional expense related to a theft of funds by an employee that had occurred over a multi-year period. Net income attributableto Matthews shareholders was adjusted by $591 and $601 for the first and second quarters of fiscal 2015, respectively. Diluted earningsper share was adjusted by $0.02 for the first and second quarters of fiscal 2015. Basic earnings per share was adjusted by $0.01 and $0.02for the first and second quarters of fiscal 2015, respectively. Quarter Ended

December 31 March 31 June 30 September

30

Year EndedSeptember

30 (Dollar amounts in thousands, except per share data) FISCAL YEAR 2015: Sales $ 343,584 $ 349,394 $ 364,752 $ 368,338 $ 1,426,068 Gross profit 124,670 127,695 135,436 141,574 529,375 Operating profit 25,585 19,275 27,405 32,758 105,023 Net income attributable to Matthews shareholders 14,360 8,975 23,140 16,974 63,449 Earnings per share:

Basic $.44 $.27 $.70 $.52 $1.93 Diluted .43 .27 .70 .51 1.91

FISCAL YEAR 2014: Sales 229,945 $ 246,837 $ 279,983 $ 349,832 $ 1,106,597 Gross profit 81,376 90,182 104,230 116,708 392,496 Operating profit 14,679 20,543 31,830 14,470 81,522 Net income attributable to Matthews shareholders 7,787 10,992 19,041 4,805 42,625 Earnings per share

Basic $.29 $.40 $.70 $.15 $1.51 Diluted .29 .40 .69 .15 1.49

72

FINANCIAL STATEMENT SCHEDULE

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Additions Balance at Charged to beginning of Charged to other Balance at Description

period expense Accounts(1) Deductions(2) end ofperiod

(Dollar amounts in thousands) Allowance for Doubtful Accounts: Fiscal Year Ended: September 30, 2015 $ 10,937 $ 2,101 $ (134) $ (2,889) $ 10,015 September 30, 2014 10,009 2,223 883 (2,178) 10,937 September 30, 2013 11,177 595 306 (2,069) 10,009

(1) Amount comprised principally of acquisitions and purchase accounting adjustments in connection with acquisitions, andamounts reclassified to other accounts.

(2) Amounts determined not to be collectible (including direct write-offs), net of recoveries.

Provision Balance at Charged Other beginning of (Credited) Allowance Additions Balance at Description

period To

expense(1) Changes(2) (Deductions)(3) end ofperiod

(Dollar amounts in thousands) Deferred Tax Asset Valuation Allowance: Fiscal Year Ended: September 30, 2015 $ 24,540 $ 399 $ (1,705) $ (2,257) $ 20,977 September 30, 2014 2,234 1,224 22,098 (1,016) 24,540 September 30, 2013 1,627 512 - 95 2,234

(1) Amounts relate primarily to the adjustments in net operating loss carryforwards which are precluded from use.(2) Fiscal year 2015 amounts primarily reflect a release of a valuation allowance resulting from a fiscal 2015 legal structure

reorganization in foreign jurisdictions that enabled the utilization of certain tax attributes. Fiscal year 2014 amounts arecomprised of reductions in net operating loss carryforwards which are precluded from use of $1,332 and purchase accountingadjustments of $23,430.

(3) Consists principally of adjustments related to foreign exchange.

73

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.

There have been no changes in accountants or disagreements on accounting or financial disclosure between the Company andPricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, for the fiscal years ended September 30,2015, 2014 and 2013.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of1934, as amended (the "Exchange Act")) are designed to provide reasonable assurance that information required to be disclosed in theCompany's reports filed under the Exchange Act, such as this Annual Report on Form 10-K, are recorded, processed, summarized andreported within the time periods specified in the rules of the Securities and Exchange Commission ("SEC"). These disclosure controls andprocedures also are designed to provide reasonable assurance that such information is accumulated and communicated to management,including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated theeffectiveness of the Company's disclosure controls and procedures in effect as of September 30, 2015. Based on that evaluation, the ChiefExecutive Officer and Chief Financial Officer concluded that, as of September 30, 2015, the Company's disclosure controls andprocedures were effective to provide reasonable assurance that material information is accumulated and communicated to management,including the Chief Executive Officer and Chief Financial Officer, and that such information is recorded, processed, summarized andproperly reported within the appropriate time period, relating to the Company and its consolidated subsidiaries, required to be included inthe Exchange Act reports, including this Annual Report on Form 10-K.

Remediation of Previously Disclosed Material Weakness

Management previously reported a material weakness in the Company's internal control over financial reporting, related to the design ofthe internal controls over segregation of duties within the treasury process, in its Annual Report on Form 10-K/A for the year endedSeptember 30, 2014. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, suchthat there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not beprevented or detected on a timely basis. The design of the internal controls over segregation of duties within the treasury process wasdetermined to constitute a material weakness, which resulted in a cumulative loss of $14.8 million that was not previously recorded in theCompany's financial statements. Specifically, an individual with the ability to execute cash transactions was responsible for providing thethird-party source documents used in the cash reconciliation process. This resulted in an overstatement of our previously reported cashbalance and resulted in the revision to our previously issued consolidated financial statements for the years ended September 30, 2014,2013 and 2012. Additionally, it was determined that this could have resulted in further misstatements of the aforementioned accounts anddisclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected. Accordingly, the internal control over segregation of duties within the treasury process was determined to constitute a material weaknessin internal control over financial reporting.

74

ITEM 9A. CONTROLS AND PROCEDURES, continued

In response to the material weakness, management took immediate action to remediate the material weakness and implemented changes inthe design of this internal control to ensure appropriate segregation of duties within the Company's treasury process. Specifically, theCompany implemented changes over the segregation of duties related to obtaining the third-party source documents used in the cashreconciliation process. The Company has completed the documentation and testing of the corrective actions described above for asufficient number of periods in order to conclude that the material weakness has been remediated as of September 30, 2015.

(b) Management's Report on Internal Control over Financial Reporting. Management's Report on Internal Control over Financial Reporting is included in Management's Report to Shareholders in Item 8 of thisAnnual Report on Form 10-K. (c) Report of Independent Registered Public Accounting Firm. The Company's internal control over financial reporting as of September 30, 2015 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K. (d) Changes in Internal Control over Financial Reporting. Other than the remediation of the previously reported material weakness described above, there have been no changes in the Company'sinternal controls over financial reporting that occurred during the fourth fiscal quarter ended September 30, 2015 that have materiallyaffected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

75

PART III

ITEM 10. DIRECTORS, OFFICERS and EXECUTIVE MANAGEMENT OF THE REGISTRANT.

In addition to the information reported in Part I of this Annual Report on Form 10-K, under the caption "Officers and ExecutiveManagement of the Registrant", the information required by this item as to the directors of the Company is hereby incorporated byreference from the information appearing under the captions "General Information Regarding Corporate Governance – Audit Committee","Proposal No. 1 – Elections of Directors" and "Compliance with Section 16(a) of the Exchange Act" in the Company's definitive proxystatement, which involves the election of the directors and is to be filed with the Securities and Exchange Commission (the "SEC")pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2015.

The Company's Code of Ethics Applicable to Executive Management is set forth in Exhibit 14.1 hereto. Any amendment to theCompany's Code of Ethics or waiver of the Company's Code of Ethics for senior financial officers, executive officers or Directors will beposted on the Company's website within four business days following the date of the amendment or waiver, and such information willremain available on the website for at least a twelve-month period.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item as to the compensation of directors and executive management of the Company is herebyincorporated by reference from the information appearing under the captions "Compensation of Directors" and "Executive Compensationand Retirement Benefits" in the Company's definitive proxy statement which involves the election of directors and is to be filed with theSEC pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2015. The informationcontained in the "Compensation Committee Report" is specifically not incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item as to the ownership by management and others of securities of the Company is hereby incorporatedby reference from the information appearing under the caption "Stock Ownership" in the Company's definitive proxy statement whichinvolves the election of directors and is to be filed with the SEC pursuant to the Exchange Act, within 120 days of the end of theCompany's fiscal year ended September 30, 2015.

Equity Compensation Plans:

The Company maintains an equity incentive plan (the "2012 Plan") that provides for grants of stock options, restricted shares, stock-basedperformance units and certain other types of stock-based awards. The Company also maintains stock incentive plans (the "1992 IncentiveStock Plan" and the "2007 Equity Incentive Plan") that previously provided for grants of stock options, restricted shares and certain othertypes of stock-based awards. Under the 2012 Plan, which has a ten-year term, the maximum number of shares available for grants orawards is an aggregate of 2,500,000. There will be no further grants under the 2007 Equity Incentive Plan or the 1992 Incentive StockPlan. At September 30, 2015, there were 1,476,798 shares reserved for future issuance under the 2012 Plan. All plans are administered bythe Compensation Committee of the Board of Directors.

76

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

The option price for each stock option granted under any of the plans may not be less than the fair market value of the Company'scommon stock on the date of grant. Outstanding stock options are generally exercisable in one-third increments upon the attainment ofpre-defined levels of appreciation in the market value of the Company's Class A Common Stock. In addition, options generally vest inone-third increments after three, four and five years, respectively, from the grant date (but, in any event, not until the attainment of themarket value thresholds). The options expire on the earlier of ten years from the date of grant, upon employment termination, or withinspecified time limits following voluntary employment termination (with the consent of the Company), retirement or death. The Companygenerally settles employee stock option exercises with treasury shares. With respect to outstanding restricted share grants, for grantsmade prior to fiscal 2013, generally one-half of the shares vest on the third anniversary of the grant, with the remaining one-half of theshares vesting in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company's Class ACommon Stock. For grants made in fiscal 2013 and in November 2013, generally one-half of the shares vest on the third anniversary ofthe grant, one-quarter of the shares vest in one-third increments upon the attainment of pre-defined levels of adjusted earnings per share,and the remaining one-quarter of the shares vest in one-third increments upon attainment of pre-defined levels of appreciation in themarket value of the Company's Class A Common Stock. Additionally, restricted shares cannot vest until the first anniversary of the grantdate. For grants made in July 2014, generally one-half of the shares vest on the third anniversary of the grant, with the remaining one-halfof the shares vesting in one-third increments upon the attainment of pre-defined levels of adjusted EBITDA. Unvested restricted sharesgenerally expire on the earlier of five years from the date of grant, upon employment termination, or within specified time limitsfollowing voluntary employment termination (with the consent of the Company), retirement or death. The Company issues restrictedshares from treasury shares.

The Company maintains the 1994 Director Fee Plan (the "1994 Director Fee Plan"), and the 2014 Director Fee Plan (the "2014 DirectorFee Plan") (collectively, the "Director Fee Plans"). There will be no further fees or share-based awards under the 1994 Director Fee Plan. Under the 2014 Director Fee Plan, directors (except for the Chairman of the Board) who are not also officers of the Company eachreceive, as an annual retainer fee, either cash or shares of the Company's Class A Common Stock with a value equal to $75,000. Theannual retainer fee paid to a non-employee Chairman of the Board is $175,000. Where the annual retainer fee is provided in shares, eachdirector may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock,with such shares to be paid to the director subsequent to leaving the Board. The value of deferred shares is recorded in other liabilities. Atotal of 17,005 shares had been deferred under the Director Fee Plans at September 30, 2015. Additionally, directors who are not alsoofficers of the Company each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restrictedshares) with a value of $110,000. A total of 22,300 stock options have been granted under the Director Fee Plans. At September 30,2015, there were no options outstanding. Additionally, 136,568 shares of restricted stock have been granted under the Director Fee Plans,33,418 of which were unvested at September 30, 2015. A total of 150,000 shares have been authorized to be issued under the 2014Director Fee Plan.

77

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

The following table provides information about grants under the Company's equity compensation plans as of September 30, 2015:

Equity Compensation PlanInformation

Number ofsecurities

remainingavailable

for futureissuance

Number ofsecurities

Weighted-average

under equity

to be issuedupon

exerciseprice

compensationplans

exercise of

ofoutstanding

(excluding

outstandingoptions,

options,warrants

securitiesreflected

Plan category

warrants andrights

and rights

in column (a))

(a) (b) (c) Equity compensation plans

approved by security holders: 1992 Stock Incentive Plan 337,938 $ 39.19 -(1)2007 Equity Incentive Plan - - -(2)2012 Equity Incentive Plan - - 1,476,798(3)Employee Stock Purchase Plan - - 1,580,994(4)1994 Director Fee Plan 17,005 - -(5)2014 Director Fee Plan - - 116,582(6)

Equity compensation plans not approved by security holders None None None Total 354,943 $ 39.19 3,174,374

(1) As a result of the approval of the 2007 Equity Incentive Plan, no further grants or awards will be made under the 1992 IncentiveStock Plan.

(2) As a result of the approval of the 2012 Equity Incentive Plan, no further grants or awards will be made under the 2007 IncentiveStock Plan.

(3) The 2012 Equity Incentive Plan was approved in February 2013. The Plan provides for the grant or award of stock options,restricted shares, stock-based performance units and certain other types of stock based awards, with a maximum of 2,500,000shares available for grants or awards.

(4) Shares under the Employee Stock Purchase Plan (the "Plan") are purchased in the open market by employees at the fair marketvalue of the Company's stock. The Company provides a matching contribution of 10% of such purchases subject to certainlimitations under the Plan. As the Plan is an open market purchase plan, it does not have a dilutive effect.

(5) As a result of the approval of the 2014 Director Fee Plan, no further grants or awards will be made under the 1994 Director FeePlan.

(6) Shares of restricted stock may be issued under the 2014 Director Fee Plan. The maximum number of shares authorized to beissued under the Director Fee Plan is 150,000 shares.

78

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item as to certain relationships and transactions with management and other related parties of theCompany is hereby incorporated by reference from the information appearing under the captions "Proposal No. 1 – Election of Directors"and "Certain Transactions" in the Company's definitive proxy statement, which involves the election of directors and is to be filed with theSEC pursuant to the Exchange Act, within 120 days of the end of the Company's fiscal year ended September 30, 2015.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this item as to the fees billed and the services provided by the principal accounting firm of the Company ishereby incorporated by reference from the information appearing under the caption "Relationship with Independent Registered PublicAccounting Firm" in the Company's definitive proxy statement, which involves the election of directors and is to be filed with the SECpursuant to the Exchange Act within 120 days of the end of the Company's fiscal year ended September 30, 2015.

79

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) 1. Financial Statements:

The following items are included in Part II, Item 8:

PagesManagement's Report to Shareholders 37 Report of Independent Registered Public Accounting Firm 38 Consolidated Balance Sheets as of September 30, 2015 and 2014 39-40 Consolidated Statements of Income for the years ended September 30, 2015, 2014 and 2013 41 Consolidated Statements of Comprehensive Income for the years ended September 30, 2015, 2014 and 2013 42 Consolidated Statements of Shareholders' Equity for the years ended September 30, 2015, 2014 and 2013 43 Consolidated Statements of Cash Flows for the years ended September 30, 2015, 2014 and 2013 44 Notes to Consolidated Financial Statements 45-71 Supplementary Financial Information (unaudited) 72

2. Financial Statement Schedules:

Schedule II - Valuation and Qualifying Accounts is included on page 73 in Part II, Item 8 of this Annual Report on Form 10-K.

3. Exhibits Filed:

The index to exhibits is on pages 82-84.

80

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, on November 24, 2015.

MATTHEWS INTERNATIONAL CORPORATION (Registrant) By /s/ Joseph C. Bartolacci Joseph C. Bartolacci President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the Registrant and in the capacities indicated on November 24, 2015:

/s/ Joseph C. Bartolacci /s/ Steven F. NicolaJoseph C. Bartolacci Steven F. NicolaPresident and Chief Executive Officer Chief Financial Officer and Secretary(Principal Executive Officer) (Principal Financial and Accounting Officer) /s/ John D. Turner /s/ Morgan K. O'BrienJohn D. Turner, Chairman of the Board Morgan K. O'Brien, Director /s/ Gregory S. Babe /s/ John P. O'Leary, Jr.Gregory S. Babe, Director John P. O'Leary, Jr., Director /s/ Katherine E. Dietze /s/ Don W. Quigley, Jr.Katherine E. Dietze, Director Don W. Quigley, Jr., Director /s/ Terry L. Dunlap /s/ David A. SchawkTerry L. Dunlap, Director David A. Schawk, Director /s/ Alvaro Garcia-Tunon /s/ Jerry R. WhitakerAlvaro Garcia-Tunon, Director Jerry R. Whitaker, Director

81

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESEXHIBITS

INDEX

The following Exhibits to this report are filed herewith or, if marked with an asterisk (*), are incorporated by reference. Exhibits markedwith an "a" represent a management contract or compensatory plan, contract or arrangement required to be filed by Item 601(b)(10)(iii) ofRegulation S-K.

Exhibit No. Description Prior Filing or Sequential Page Numbers Herein 2.1 Agreement and Plan of Merger and Reorganization, dated

as of March 16, 2014, by and among MatthewsInternational Corporation, Moonlight Merger Sub Corp.,Moonlight Merger Sub LLC and Schawk, Inc.*

Exhibit Number 2.1 to the Current Report on Form 8-K filed on March 19, 2014

2.2 Purchase Agreement, dated June 8, 2015, by and among

Matthews International Corporation, a Pennsylvaniacorporation, The York Group, Inc., a Delawarecorporation, Aurora Products Group, LLC, each of thepersons listed on Annex A thereto, and Kohlbergmanagement VII, L.P., in its capacity as the seller'srepresentative*

Exhibit Number 2.1 to the Current Report on Form 8-K filed on June 11, 2015

3.1 Restated Articles of Incorporation* Exhibit Number 3.1 to the Annual Report on Form 10-

K for the year ended September 30, 1994 3.2 Restated By-laws* Exhibit Number 3.1 to the Current Report on Form 8-

K filed on April 29, 2015 4.1 a Form of Revised Option Agreement of Repurchase

(effective October 1, 1993)* Exhibit Number 4.5 to the Annual Report on Form 10-

K for the year ended September 30, 1993 4.2 Form of Share Certificate for Class A Common Stock* Exhibit Number 4.9 to the Annual Report on Form 10-

K for the year ended September 30, 1994 10.1 First Amended and Restated Loan Agreement* Exhibit Number 10.1 to the Current Report on Form 8-

K filed on July 22, 2013 10.2 First Amendment to the First Amended and Restated

Loan Agreement* Exhibit Number 10.1 to the Current Report on Form 8-

K filed on August 1, 2014 10.3 Second Amendment to the First Amended and Restated

Loan Agreement* Exhibit Number 10.2 to the Current Report on Form 8-

K filed on August 1, 2014

82

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESINDEX, Continued

ExhibitNo.

Description

Prior Filing or Sequential Page Numbers Herein

10.4 Third Amendment to the First Amended and Restated

Loan Agreement* Exhibit Number 10.4 to the Annual Report on Form

10-K for the year ended September 30, 2014 10.5 Fourth Amendment to the First Amended and Restated

Loan Agreement* Exhibit Number 10.1 to the Quarterly Report on Form

10-Q for the quarter ended June 30, 2015 10.6 Fifth Amendment to the First Amended and Restated

Loan Agreement* Exhibit Number 10.2 to the Quarterly Report on Form

10-Q for the quarter ended June 30, 2015 10.7 Voting and Support Agreement, dated March 16, 2014, by

and among Matthews International Corporation and theStockholders of Schawk, Inc.*


10.8 Shareholder's Agreement, dated as of March 16, 2014, by

and among Matthews International Corporation, theShareholders named therein and David A. Schawk, in hiscapacity as the Family Representative*


10.9 a Employment Agreement as of the 29th day of July 2014,

by and between Matthews International Corporation, aPennsylvania corporation, and David Schawk

Exhibit A to the Definitive Proxy Statement onSchedule 14A filed on January 20, 2015

10.10 a Supplemental Retirement Plan (as amended through April

23, 2009)* Exhibit Number 10.5 to the Annual Report on Form

10-K for the year ended September 30, 2010 10.11 a Officers Retirement Restoration Plan (effective

April 23, 2009)* Exhibit Number 10.6 to the Annual Report on Form

10-K for the year ended September 30, 2009 10.12 a 1992 Stock Incentive Plan (as amended through

April 25, 2006)* Exhibit Number 10.1 to the Quarterly Report on Form

10-Q for the quarter ended March 31, 2006 10.13 a Form of Stock Option Agreement* Exhibit Number 10.7 to the Annual Report on Form

10-K for the year ended September 30, 2008 10.14 a Form of Restricted Stock Agreement* Exhibit Number 10.8 to the Annual Report on Form

10-K for the year ended September 30, 2008 10.15 a 1994 Director Fee Plan (as amended through

April 22, 2010)* Exhibit Number 10.7 to the Annual Report on Form

10-K for the year ended September 30, 2013 10.16 a 2014 Director Fee Plan* Exhibit A to the Definitive Proxy Statement on

Schedule 14A filed on January 21, 2014

83

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIESINDEX, Continued

ExhibitNo.

Description

Prior Filing or Sequential Page Numbers Herein

10.17 a 1994 Employee Stock Purchase Plan* Exhibit Number 10.2 to the Quarterly Report on Form

10-Q for the quarter ended March 31, 1995 10.18 a 2007 Equity Incentive Plan (as amended through

September 26, 2008)* Exhibit Number 10.11 to the Annual Report on Form

10-K for the year ended September 30, 2008 10.19 a 2010 Incentive Compensation Plan* Exhibit A to the Definitive Proxy Statement on

Schedule 14A filed on January 18, 2011 10.20 a 2012 Equity Incentive Plan* Exhibit A to the Definitive Proxy Statement on

Schedule 14A filed on January 22, 2013 14.1 Form of Code of Ethics Applicable to Executive

Management * Exhibit Number 14.1 to the Annual Report on Form

10-K for the year ended September 30, 2004 21 Subsidiaries of the Registrant Filed Herewith

23 Consent of Independent Registered Public AccountingFirm

Filed Herewith

31.1 Certification of Principal Executive Officer for Joseph C.

Bartolacci Filed Herewith

31.2 Certification of Principal Financial Officer for Steven F.

Nicola Filed Herewith

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, of Joseph C. Bartolacci

Filed Herewith

32.2 Certification Pursuant to 18 U.S.C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, of Steven F. Nicola

Filed Herewith

Copies of any Exhibits will be furnished to shareholders upon written request. Requests should be directed to Mr. Steven F. Nicola, ChiefFinancial Officer and Secretary of the Registrant.

84

EXHIBIT 21MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

SUBSIDIARIES OF THE REGISTRANT(as of October 31, 2015)

Name PercentageOwnership

Holjeron Corporation 100IDL Worldwide, Inc. 100Matthews Development, LLC 100Kenuohua Matthews Electronic (Beijing) Company, Ltd. 60 Kenuohua Matthews Marking Products (Tianjin) Co., Ltd. 100Matthews Canada Ltd. 100Matthews Holding Company (U.K.) Ltd. 100 The InTouch Group Limited 100 Furnace Construction Cremators Limited 100 Matthews Environmental Solutions Limited 100Matthews Industries 100 Matthews Bronze Pty. Ltd. 100

C. Morello (Australia) PtyLtd. 100

Matthews International S.p.A. 100 Caggiati Espana S.A. 100 Caggiati France SARL 100 Gem Matthews International s.r.l. 95 Rottenecker-Caggiati GmbH 82Matthews Packaging Graphics Asia Pte. Ltd. 100Matthews Resources, Inc. 100Matthews Swedot AB 100 Matthews Kodiersysteme GmbH 100The York Group, Inc. 100 Milso Industries Corporation 100 York Casket Development Company, Inc. 100

Matthews Granite Company 100Matthews Aurora, LLC 100 Aurora Products Group LLC 100 Aurora Casket Company, LLC 100 Aurora Logistics, Inc. 100 Aurora Southern, LLC 100 Aurora E-Business Services, LLC 100 Remembrance Products Group, LLC 100 Aurora Essentials, LLC 100 Aurora Cremation Solutions, LLC 100 Aurora Casket de Mexico S. de R.L. de C.V. 100 Aurora St. Laurent, Inc. 100 Alliance St.-Laurent Corporation 100Venetian Investment Corporation 100SGK LLC 100 Schawk Japan Ltd. 100 Schawk Thailand Ltd. 100 Schawk Worldwide Holdings, Inc. 100 Schawk Holdings Inc. 100 Miramar Equipment, Inc. 100 Schawk USA Inc. 100 Kedzie Aircraft, LLC 100 Schawk LLC 100 Schawk de Mexico SRL de CV 100 Schawk Servicios Admin. SRL de CV 100 Schawk Latin America Holdings, LLC 100 Schawk do Brasil Gestao de Marcas Ltda. 100 Schawk Panama Services, S de RL 100 Schawk Digital Solutions, Inc. 100 Schawk Worldwide (UK) Limited 100 Seven Seattle, Inc. 100 MATW Holding LLC 100


MATW North America Holding LLC MATW UK Holding LLP 100 Winnetts UK Limited 100 MATW U.S. Holding LLC 100 Schawk Wace Group 100 Schawk Canada Inc. 100 Protopak Innovations, Inc 100 Schawk Germany GmbH 100 Desgrippes Gobe Group (Yuan Hosea) 100 Schawk UK Ltd. 100 Schawk UK Corporate Packaging 100 Schawk UK Holdings Ltd. 100 Schawk Holdings (Gibraltar) Ltd 100 Schawk (Gibraltar) Ltd. 100 Schawk (Gibraltar) Ltd. Luxembourg SCS 100 Schawk Luxembourg SARL 100 Brandimage Degrippes and LAGA SA 100 Brandimage Belgique Holding SA 100 Brandimage Desgrippes and LAGA SA 100 Brandmark International Holding B.V. 100 Anthem NL BV, fka DJPA Partnership B.V. 100 Schawk Asia Pacific Pte Ltd 100 Schawk India Pvt Ltd 100 Schawk Holdings Australia Pty Ltd 100 Anthem! DesignPty Ltd 100 Marque Brand Consultants Pty Ltd. 100 Schawk Australia Pty. Ltd. 100 Schawk Belgium BVBA 100 Schawk Hong Kong Ltd 100 Desgripes Gobe Group (HK) Limited 100 Desgrippes (Shanghai) Brand Consulting Co Ltd 100 Schawk Anthem Shenzhen Co Ltd. 100 Schawk Imaging (Shanghai) Co. 100 Schawk Imaging Sdn. Bhd. 100 Schawk Poland Sp z.o.o. 100 Schawk Spain S.L. 100 MATW Netherlands Holding B.V. 100 Matthews International Holding (Europe) B.V. 100 Matthews Brand Solutions, S. de R.L. de CV 100 Matthews International Netherlands B.V. 100 Saueressig Baski Oncesi Hazirlik Sistemier Sanaji ve Tricarct Amonin Sirketi 100 Matthews International Brasil Servicos de Marketing e Branding Ltda 100 Matthews Europe GmbH & Co. KG 100 5flow GmbH 100 Matthews Europe Verwaltungs GmbH 100 S+T Reprotechnick GmbH 100 Reproservice Eurodigital GmbH 100 Repro Busek Druckvorstufentechnick GmbH & Co. KG 100 Repro Busek Druckvorstufentechnick GmbH 100 Rasterpunkt Druckvorstufe fur Verpakungen GmbH 100 Rudolf Reproflex GmbH 100 Reproflex GmbH Leipzig 100 IDL Crack Europe GmbH 100 S&T Reprotechnik Switzerland Sarl 100 Klischeewerkstatt Scholler GmbH 100 Tact Group Limited 100 Shenzen Jun Ye Design & Production Limited 100 Reproflex Vietnam Limited Company 60 TWL Nyomdaipari es Kereskedeimi Koriatolt Felelossegu Tarsasag 100


Matthews International Holding GmbH 100 Saueressig Geschaftsfuhrungs GmbH 100 Saueressig GmbH & Co. KG 100 Saueressig Limited 61 Saueressig 000 100 Saueressig Design Studio GmbH 70 Saueressig Flexo GmbH & Co KG 100 Saueressig Flexo Geschaftsfuhrungs GmbH 100 Saueressig Polska Sp. z.o.o. 100 Matthews International Corporation Costa Rica S.R.L. 100 Wetzel Holding AG 100 Wetzel Service AG 100 Wetzel GmbH 100 Wetzel Academy GmbH 100 Wetzel Sp. z.o.o. 100

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos.333-194456, 333-190366, 333-157132, 333-131496, 333-83731, 33-57793, 33-57795, and 33-57797) of Matthews International Corporation of our report datedNovember 24, 2015 relating to the financial statements, financial statement schedule, and the effectiveness of internal control overfinancial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, PANovember 24, 2015

Exhibit 31.1

CERTIFICATION PRINCIPAL EXECUTIVE OFFICER

I, Joseph C. Bartolacci, certify that:1. I have reviewed this annual report on Form 10-K of Matthews International Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalentfunctions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

Date: November 24, 2015

/s/Joseph C. Bartolacci-------------------------Joseph C. BartolacciPresident and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PRINCIPAL FINANCIAL OFFICER

I, Steven F. Nicola, certify that:1. I have reviewed this annual report on Form 10-K of Matthews International Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalentfunctions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

Date: November 24, 2015

/s/Steven F. Nicola-------------------------Steven F. NicolaChief Financial Officer

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Matthews International Corporation (the "Company") on Form 10-K for the period endedSeptember 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph C. Bartolacci,President and Chief Executive Officer, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.

/s/Joseph C. Bartolacci-------------------------------------Joseph C. Bartolacci,President and Chief Executive Officer

November 24, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwiseadopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has beenprovided to Matthews International Corporation and will be retained by Matthews International Corporation and furnished to theSecurities and Exchange Commission or its staff upon request.

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Matthews International Corporation (the "Company") on Form 10-K for the period endedSeptember 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven F. Nicola, ChiefFinancial Officer, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.

/s/Steven F. Nicola-------------------------------------Steven F. Nicola,Chief Financial Officer

November 24, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwiseadopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has beenprovided to Matthews International Corporation and will be retained by Matthews International Corporation and furnished to theSecurities and Exchange Commission or its staff upon request.